Legal Research On The Reorganization Of Listed Company

Bankruptcy reorganization system has operated for more than 10 years since it was introduced by Enterprise Bankruptcy Law from 2007.There have been more than 50 cases of reorganizations of listed companies in China.Involving a large number of interests and complex conflicts,the reorganization of listed company embodies the legislative idea of Bankruptcy Law of which the social interest comes first.The reorganization practice of listed companies in China has created both legal and social effect.The practitioner,however,has also encountered legal difficulties.In order to perfect the system of reorganization of listed companies and promote the development of the reorganization practice of listed companies in China.This paper,based on the practice of the reorganization of listed companies in China,starts from the basic theory of reorganization system,adhere to the basic logic of “found the problem,review of legislation,puts forward the legislative suggestions”,points out issues like adjustment of the rights and interests of investor,information disclosure,and cram-down.On this basis,this paper reflections the inadequate of legislation of reorganization system,and puts forward legislative proposals.This paper includes four parts.The first part is an introduction of the basic theory of reorganization system and a summary of legal issues.In this part,the author introduces the definition of reorganization,analyzes the application of reorganization in listed companies,and the legal and social effects generated by the reorganization of listed companies.Meanwhile,the writer makes a summary of the legal issues existing in the reorganization of listed companies in China,for eliciting the main concerns in this paper.The second part is about the adjustment of the rights and interests of investors.The reason why adjust modes are quite different in different cases is that the insufficiency of legislation.Therefore,the legislator should build a fair and reasonable adjustment mechanism from the aspect of establishing principles of the priority of creditor's interest,the new value,and liability for fault and fair and equitable,enacting the situation of application and refining the voting rules.The third part is the information disclosure.The reason why the right to be informed of creditors and investors are impaired is that both the bankruptcy law and security law are inadequate.Therefore,the author proposes that the information disclosure system should be established by the legislator,at the same time,the regulation of information disclosure of listed company should be made by China Securities Regulatory Commission.The law and regulation act together to safeguard the legitimate right and interests of creditors and investors.The fourth part is about the system of cram down.The reason why the cram down are abused by the court in China is also that the insufficiency of legislation.The author suggests that the legislator should learn from extraterritorial legislation.Establish principles of minimum acceptance and absolute priority,perfect the provision of a second vote and feasibility of management plan and build hearing and dissent system to optimize the cram down system.