Research On Substantial Merger And Bankruptcy Of Affiliated Enterprises

In the face of an increasingly fierce market economy,Chinese enterprises are discussing business management models that can improve their own forms,enhance economic benefits,and effectively avoid risks.Therefore,the operation models of affiliated companies are favored by some enterprises.However,when affiliated companies are eliminated in market competition and enter bankruptcy proceedings,there are no clear legal provisions to guide and regulate them in China's "Company Law","Enterprise Bankruptcy Law" and other relevant laws and regulations.But on the other hand,many scholars in academia have been conducting theoretical analysis and system construction.In judicial practice,although China's courts have accepted and tried many cases of merger and bankruptcy of affiliated enterprises,and made some explorations on it,China's substantive merger and bankruptcy proceedings still face judicial dilemmas such as single application standards and conflicts of court jurisdiction.In view of this,this paper analyzes the theoretical sources of the substantive merger system of affiliated companies,sorts out the relevant cases that have a milestone significance to the substantive merger system in the history of the US bankruptcy law,and discusses the entire process from the creation of the substantive merger system to the development and improvement.The legal basis was summarized and refined.From the perspective of legal doctrine,the substantive merger system is similar to the corporate legal personality denial system,and the two are susceptible to confusion.This article compares the two systems,and points out that they are in the applicable legal domain,the interest balance between the subjects,The fundamental difference in proof responsibility and other aspects clearly clarifies the boundary between the two systems,and lays a solid foundation for the interpretation of the substantive merger system in China's judicial practice.Based on the analysis of the judicial practice of the substantive merger and bankruptcy of China's affiliated companies and the basic theory of the substantive merger system,and referring to the actual situation in China,the author has made the substantive merger system of China on the basis of the applicable principles,applicable conditions and procedural rules At the same time,it proposes system construction suggestions at three levels:starting mode,application subject,and jurisdiction.