Resrearch On The System Construction Of Substantial Merger In Related Enterprise Bankruptcu

This paper is composed of six parts.It mainly studies the construction and improvement of the substantial merger system in the bankruptcy of affiliated enterprises in China.Part one,introduction.Through analyzing the research background and significance of this paper,research ideas and methods,combined with thecurrent domestic and foreign research views on the substantive merger of related enterprises bankruptcy,laying a foundation for further research in the following part.The second part,the basic theory of the essential merger of related enterprises.It is pointed out in this paper that associated enterprises refer to two or more enterprises which are connected with each other through equity control or agreement control in the provisions of article 216,paragraph 4 of the company law.Substantive merger refers to the bankruptcy procedure of multiple group associated enterprises as a single enterprise,which combines assets and liabilities.In the bankruptcy procedure of the substantive merger enterprise,the legal personality of each enterprise is no longer independent and regarded as a whole to distribute property and pay off debts.This paper further points out that the theoretical basis of the substantive merger of related enterprises is the fairness principle and the integral responsibility theory.Specifically,the fairness principle provides value guidance for the substantive merger of enterprises,and the integral responsibility theory provides legitimacy basis for the substantive merger of enterprises.The third part talk about practice of substantive merger system in China.This part is to analyze the development history of China's substantive merger system and the problems existing in the construction of substantive merger system,and then put forward the feasibility of constructing China's substantive merger system.In this paper,thelegislation practice outside the region,the regulatory measures of China's associated enterprises and the judicial practice in China have laid a foundation for the improvement of the substantive merger system in the bankruptcy of China's associated enterprises.The fourth part is the experience and inspiration of the construction of substantive merger system of countries outside the region.On the basis of the experience of the United States,Germany,Britain and New Zealand in the construction of substantive merger system,this paper holds that the"principle of exceptional application" should be applied to the construction and improvement of the substantive merger system of affiliated enterprises in China,should be in the company law sets up a special chapter,clearly define the essence concept definition and application of merger case,working for the associated enterprises bankruptcy court to provide clear legal basis and guidance;In the bankruptcy law and the relevant provisions of the specific operating principles and nature of the bankruptcy through the affiliated enterprises.The fifth part is about the construction of China's substantive merger system.This paper proposes that the standards for the application of the principle of merger in essence of bankruptcy of related enterprises mainly include the following aspects:controlling the excessive control of the company,the serious confusion of accounts and assets,controlling the fraud of the company,and the denial of the personality of subordinate companies.In order to balance the interests of enterprises and creditors effectively,it is necessary to establish and perfect the application procedures of the substantive merger system while establishing and improving the substantive legal basis.Part six,conclusion.