| In recent years,the scale and scope of M&A in our country have been expanding,and the pattern of mergers and acquisitions has become increasingly complicated.The enterprise assumes the dual identities of the business entity and the employer.Changes in the enterprise will directly affect the working conditions and work content of the laborer.At present,in the process of mergers and acquisitions,companies take the opportunity to lay off large numbers of employees,and the practice of reducing pay and transferring jobs is not uncommon,even triggering fierce labor-management conflicts.In recent years,research articles have mainly focused on the interests of investors and creditors in mergers and acquisitions,while the protection of workers' interests has rarely been mentioned.In fact,most laborers are often on the weak side in the process of mergers and acquisitions.Therefore,China's "Labor Contract Law" stipulates the labor contract inheritance system to ensure the smooth transition of enterprise mergers and acquisitions and the interests of workers are not compromised.However,the implementation of the labor contract inheritance system in reality is not ideal.Some of the reasons are attributed to the defects of the legislation itself and need to be further improved.The other part is that the enterprises themselves neglect the interests of laborers.In the merger and acquisition agreement,the laborers are rarely properly considered.Internally,even in the follow-up of mergers andacquisitions,labor rights disputes have become more and more intensified.Labor rights are related to people's rights to survival and dignity.Today,as economic activity becomes more and more active,research on the protection of workers' rights and interests needs to focus on more meticulous areas.This can help to achieve social equity,protect the basic rights of workers,and promote mergers and acquisitions for mutual benefit.The purpose of this paper is to solve the problem of inheritance of labor contracts in mergers and acquisitions,and to sort out ideas for the protection of workers' rights and interests in mergers and acquisitions.The article first introduces the impact of different mergers and acquisitions on labor contracts.The merger of enterprises will lead to the disappearance of the qualifications of the original enterprise.At this time,the rights and obligations of the original labor contract will inevitably be affected.In the case of equity acquisition and asset purchase,although the original enterprise legal person qualification has not disappeared,the actual employment entity and the enterprise's asset conditions,The business philosophy and so on will change.These will undoubtedly impact the trust foundation of the original labor contract.In addition,after the merger and acquisition of enterprises will inevitably undergo an adjustment of the organizational structure and staffing.The change in position salary will also be a dilemma for the workers.Therefore,the author combines the specific circumstances of mergers and acquisitions,sums up the characteristics of labor relations in mergers and acquisitions,and analyzes the motivation behind the aggravation of labor-management conflicts.Starting from the theory of corporate social responsibility and related interests,protecting the rights and interests of workers is a concrete manifestation of corporate social responsibility.This cannot be seen as a burden on enterprises because society has an expectation for the enterprise itself,and the protection of the rights and interests of workers is the realization of the social,economic,ethical and charitable effects for enterprises.In addition,as the company's relevant stakeholders,laborers should be more involved in business decision-making,jointly governing the enterprise,and maximizing social benefits.This can also avoid unnecessary waste of labor costs,shorten the time of mergers and acquisitions,andreduce merger failure factors.Instability.Starting from the theory of protection of human rights and vulnerable groups,labor law as a social law embodies the tilt protection under state intervention.In mergers and acquisitions,enterprises should also consciously maintain the order of the manpower market and ensure the fairness of the entire society.Afterwards,this article starts from the basic concept of civil law and the dimension of social law,expounds the manifestation of the general inheritance of the debt in the relevant rules of the inheritance of the labor contract in China,analyzes the legal basis of the inheritance of the labor contract in China,and puts forward reflections and questions.Afterwards,the author elaborates on the advantages and disadvantages of the implicit succession rules of Germany and the voluntary inheritance rules of Taiwan,and compares the advantages and disadvantages of the three models.The compulsory inheritance system more embodies the tilted protection of laborers' rights and interests under state intervention.It is the most powerful for social stability and the prevention of workers' unemployment risk.However,it relatively ignores the market mechanism,focuses on social equity and stability,and protects relatively vulnerable groups.At the same time,it may also increase the cost of mergers and acquisitions,which restricts the laborers' right to choose independently and limits the right of employers to agree to stay.This may not necessarily meet the true wishes of the parties.The voluntary inheritance system fully respects the autonomy of both parties,respects the laws of market economy,allocates labor resources from the market,and is more conducive to the rational allocation of human capital by the enterprise,reducing the cost of mergers and acquisitions,and meeting the expected development benefits of the company.The voluntary inheritance system is the weakest protection of laborers' rights,and the implied inheritance system is a compromise.Regardless of the mode,safeguarding the right to know of laborers is the fundamental prerequisite for workers to exercise their right to objection.The right to objection is based on the idea of respecting the free choice of occupations of laborers.The protection of these two rights is to improve the enterprise in China.Merger and acquisition of labor contract inheritance system is worth learning from the legislative experience.In the end,the article points out the defects of the existing labor contract inheritance rules and dismissal protection system in China,and puts forward corresponding suggestions and countermeasures.At present,the inheritance rules of labor contracts in China only include the case of mergers and divisions of enterprises,and the rights and interests of laborers in assets acquisition are more likely to be damaged.In conjunction with the extraterritorial legislative experience,the author proposes specific institutional arrangements for mergers and acquisitions of assets.In general,the right to know is the basis for workers to exercise their right to objection,and is the basis for laborers' participation in corporate governance,corporate mergers and acquisitions decisions,and mutual consultation.Therefore,no matter what kind of inheritance model should be first to ensure that workers in the acquisition of mergers and acquisitions can be informed of information.Combining with the current labor contract law of our country that focuses on the protection of the spirit of laborers,the author believes that at least the laborer should enjoy the right of objection and can reach an agreement with the enterprise to exclude the application of compulsory inheritance.Judging from the legal framework of the entire labor department,the protection of laborers needs to be designed in layers,so as to avoid inadequate protection for disadvantaged workers and excessive restrictions imposed by the powerful laborers.In addition,the responsibility for labor debt arising before and after mergers and acquisitions should be clearly defined.The purpose of setting up joint and several responsibilities before or after mergers and acquisitions in other countries or punitive damages is designed to allow laborers to take full responsibility for mergers and acquisitions.Economic interests are not lost.This point is worth our country's reference.Regarding the dismissal system,the nature of the restrictions imposed by the law on the rescission of contracts is the delicate balance between the protection of dismissal and the freedom of dismissal.However,the current rules for the inheritance of labor contracts are still imperfect and many problems will arise.Finally,with regard to the entity and procedure design for the absence of negligence and dismissal and economic redundancy in the Labor Contract Law,the authors have proposed their own new opinions in order to clarify the procedures and standards forlayoffs of enterprises and to resolve the infringement of laborers' rights and interests in corporate mergers and acquisitions by enterprises.In general,this article explains the value and significance of article writing in the introduction,and introduces the article structure and research methods.The first part focuses on the analysis of the effect of mergers and acquisitions of different companies on labor contracts,and introduces other possible effects of mergers and acquisitions,thus further summarizing the status and characteristics of labor relations in mergers and acquisitions.Then,from the perspective of corporate social responsibility theory,relevant stakeholders theory and the theory of human rights and vulnerable groups,this paper puts forward the necessity and basis for protecting the rights and interests of workers in M&A.The second part analyzes the legal basis of China's labor contract inheritance rules from the perspective of civil law and social law,and then compares the extraterritorial inspection of labor contract inheritance rules,and compares and analyzes China's compulsory inheritance system,the German implied inheritance system,and Taiwan's voluntary inheritance.The advantages and disadvantages of these models provide legislative lessons and experience for the labor contract inheritance system in China.In the third part,the author combines specific laws and regulations,mainly pointing out the defects of the current labor contract inheritance system and dismissal protection system.The fourth part analyzes the path of protection of laborers' rights and interests in mergers and acquisitions,discusses comprehensively how to establish the inheritance rules of labor contracts under different mergers and acquisitions,defines the legal responsibilities before and after mergers and acquisitions,and proposes rational dismissal protection. |
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