On The Construction Of The Legal System Of Prepack Of Enterprise Bankruptcy In China

Traditional restructuring and out-of-court restructuring as the core of the dual mechanism of dilemma rescue can no longer meet the increasingly diversified needs of enterprises in China: traditional restructuring has been criticized for its high cost,extreme efficiency and abuse of compulsory approval power,and the improper transfer of corporate control,asymmetric information between creditors and debtors has greatly reduced the success rate of rescue,while out-of-court restructuring is indispensable.To avoid falling into the predicament of "clamping down",administrative and judicial coercive means are needed to intervene appropriately.At present,the prepackaged bankruptcy in developed countries,such as the prepackaged bankruptcy in the United States,the voluntary reorganization and management procedures of British companies,and the ADR procedure of Japanese business regeneration,have combined the institutional advantages of in-court restructuring and out-of-court restructuring to effectively solve the above problems.Therefore,we can learn from the advanced experience of prepack to build a bankruptcy p system in China.In practice,Zhejiang,Shenzhen and other places have spontaneously used prepackaged bankruptcy system to successfully rescue enterprises in distress,and accumulated valuable experience for the construction of prepackaged bankruptcy system.Based on this,the unique advantages of prepackaged bankruptcy should be analyzed in depth.By introducing foreign advanced experience,the prepackaged bankruptcy system should be constructed from clarifying the legal status of participants,establishing out-of-court consultation system and confirming the effect of prepackaged bankruptcy through formal reorganization.The introduction introduces the background of the topic,the status quo of the academic research on prepack from both domestic and foreign aspects,and the theoretical significance and practical value,research methods and innovation.There are four chapters in the main body of this paper.The first chapter tries to define the prepackaged bankruptcy system by summarizing the similarities of the definition of prepack by scholars from all over the world.Secondly,the source of prepack is introduced,and the basic classification of foreign prepack is introduced from different angles.Summarizing the background of its emergence and development and the reality of introducing prepackaged bankruptcy system in various countries,it shows that the establishment ofprepackaged bankruptcy system is the international trend of enterprise rescue.Two types of prepack in China,Shenzhen and Zhejiang,are also introduced.The second chapter analyses the function and significance of the prepackaged bankruptcy system.It is pointed out that the prepack has unique advantages over the traditional reorganization system in reducing the reorganization cost,shortening the time and avoiding the improper transfer of corporate control.Compared with out-of-court reorganization,the prepack extends the outcomes of out-of-court negotiations to formal reorganization,which can effectively avoid the problem of restraint.It can be said that prepack combines the advantages of in-court reorganization and out-of-court reorganization,which is the combination of contractual freedom of the parties and state intervention.Chapter Ⅲ examines the relevant prepack of developed countries under the rule of law in bankruptcy abroad.Firstly,the prepack in the United States is sorted out to study the sufficiency of information disclosure,the negotiation voting procedure of restructuring scheme and the standard of court approval;secondly,the voluntary reorganization and management procedures of British companies are introduced,and the functions of financial creditor committee,administrator and deferred payment are studied;finally,the development of pre-restructuring ADR procedure from out-court debt liquidation and business regeneration in Japan is analyzed.Process,pointed out the important role of the Association of Business Regeneration Practitioners.Chapter Ⅳ puts forward suggestions on the specific content of the prepack system.Firstly,the roles and positions of the participants,especially the government,courts and managers,are clarified;secondly,the rights and obligations of the parties in the out-of-court consultation stage are standardized,and the issues of start-up,information disclosure and voting are studied;finally,the connection between the out-of-court consultation and the reorganization stage is discussed,and suggestions are put forward on the proposal of reorganization application,the approval of the scheme,and the treatment of the failure.