Researc On Substantial Merger And Bankruptcy Of Affiliated Enterprises

The highest value pursuit of the bankruptcy law is to enable all creditors of the bankrupt enterprise to obtain substantial and fair repayment,and the emergence of affiliated enterprises seriously threatens the liquidation interests of the bankrupt creditors.Affiliated companies often have serious confusion of property,personnel,business,management,etc.,and the subordinate companies are in a state of being squeezed for a long time.When there is a bankruptcy crisis,their solvency is extremely low.In this case,there is still no substantial merger,which will inevitably lead to partial The interests of creditors are impaired,and the value pursuit of substantive and fair settlement is reduced to empty talk.In view of various problems in the merger and bankruptcy of affiliated companies,there are no effective provisions in China's "Company Law" and "Corporate Bankruptcy Law" to regulate it,and in judicial practice,some courts have boldly innovated and explored the introduction of substantive merger and bankruptcy rules to preserve all The creditor's claims can be substantially and fairly settled.However,due to the lack of legislative guidance in the judicial practice,the courts have different standards for deciding the substantive merger and bankruptcy of related companies,and even have some confusion.This has led to the long-term questioning of the principle of substantive merger and bankruptcy.Therefore,in order to standardize the judicial trial work and maintain judicial authority,China should make provisions on the substantive merger and bankruptcy rules in future legislation,clarify the substantive and procedural issues of the rules,and provide legislative support and guidance for judicial practice with a view to better Protect the interests of creditors.This article consists of five parts.The first part is to sort out related theoretical research on the rules of substantial merger and bankruptcy of affiliated companies,clarify the current research status and development level at home and abroad,and point out the direction and provide ideas for the research issues of this thesis.The second part analyzes the existing cases,points out the inadequacies in legislation and judicial dilemmas on issues related to the bankruptcy of related companies in China,and analyzes the necessity of establishing a substantial merger bankruptcy.The third part is the research on the emergence,development,and formation of applicable merger and bankruptcy rules inthe United States,with a view to exploring the quality system that can be used for reference.The fourth part is the analysis of the substantive problems of the substantial merger and bankruptcy of affiliated enterprises.Based on the study of the United States,the specific court practices in China's judicial practice are analyzed,from which the applicable subjects,standards and legal effects of the substantial merger and bankruptcy rules of affiliated enterprises in China should be applied.The fifth part is the analysis of the procedural issues of the substantial merger and bankruptcy of affiliated enterprises.Based on the analysis of court practices in practice and the United States' judicial experience,the initiating subject,activation mode,jurisdiction,bankruptcy administrator election and protection of dissenting creditor of the substantial merger and bankruptcy of affiliated enterprises are clarified in China.