Research On The System Of Compensation For Shareholders' Claims

In recent years,the downward pressure on the domestic macroeconomic situation has increased,and domestic small and medium-sized enterprises generally face the problem of high financing costs and difficulty.Based on this reality,borrowing between shareholders and enterprises and affiliated companies is becoming more and more common.On the one hand,shareholders,as the “internal person” who knows the most about the company,are undoubtedly the most efficient lenders and play an important role in promoting the development of enterprises.On the other hand,shareholders have both identities in this situation.Shareholders participate in the company's business decision-making,and participate in the company's bankruptcy property distribution as a corporate creditor.The company may lend to the company based on improper control or transfer of investment risks,and the true goodwill of its shareholders' claims is doubtful.In addition,in practice,many shareholders choose to operate the company in the form of “debt-based financing”,which makes the company seriously lack the capital needed for production and operation,and is in jeopardy in a severe economic environment.A notable feature of insolvency proceedings is the limited nature of the insolvency estate,that is,the property owned by the enterprise in the insolvency proceedings may not satisfy all creditor claims.If these behaviors are not considered,the distinction between these shareholder creditors and external creditors will undermine the interests of other external creditors,exacerbate the contradictions of the parties,and violate the principle of fairness and justice.The system of compensation for shareholders' creditor's rights refers to the system of repaying shareholders' creditors after ordinary creditor's rights based on considerations of fairness or self-owned capital in the process of bankruptcy liquidation.Under the premise of not denying the shareholder's creditor's rights,the system adjusts its compensation order,effectively balances the interests of all parties in the bankruptcy distribution,and also conforms to the value concept of the bankruptcy law.Based on many considerations,it is necessary for China to introduce the system.This article will start from the following aspects to study the construction of the shareholder's credit compensation system in China:The first part mainly introduces the basic theory of shareholder's credit compensation.Firstly,it defines and classifies the shareholder's credit,clarifies the object to be discussed in this paper,and then introduces the shareholder's credit compensation system to explain its concept and characteristics.A brief review of the origin and development of the system,and finally pointed out the important value of the system to the company's bankruptcy distribution itself and related parties.The second part of this paper will explore the necessity of introducing the subordination system of shareholder's creditor's rights.It mainly analyzes the shortcomings of China's existing legal means to regulate the shareholder's creditor's right to participate in bankruptcy compensation.It is reflected in the following: First,the application of corporate legal personality denial system There are limitations.On the one hand,the system of shareholder claims and the corporate personality denial system are obviously different in all aspects;on the other hand,considering the limited liability of corporate law shareholders and the basic theory of legal personality independence and market economic order It is not appropriate or appropriate to use the legal personality denial system.Secondly,when regulating the shareholders' claims,the bankruptcy administrator's investigation scope is too narrow,and the bankruptcy invalidation and cancellation system also has limitations.Finally,there is still the problem of imbalance in the distribution of burden of proof.Therefore,it is urgent to introduce the shareholder's creditor's secondary compensation system to regulate the shareholder's creditor's rights to participate in bankruptcy compensation.In the third part,this paper will analyze the main models of foreign shareholders' credit compensation system,analyze the applicable conditions and applicable effects of various models in depth,and weigh the advantages and disadvantages of the shareholders,and draw the principle of eliminating the automatic subsistence of shareholders' loans and distinguishing the applicable capital.The principle of substitution and the conclusion of the introduction of the principle of equitable U.S.Moreover,by combing the theoretical exploration and judicial practice of China's principle of equality and subordination,we further demonstrate the rationality and feasibility of choosing this model.The fourth part of this paper will focus on the specific construction of the shareholder's credit compensation system in China.Corresponding to the previous article,firstly,we should pay attention to the coordination between the principle of equity and company law,secondly,appropriately relax the scope of bankruptcy administrator's investigation,thirdly,have a system design of the inferior claims,finally,make the allocation of the burden of proof reasonably.