Research On The Substantive Merger And Bankruptcy Reorganization System Of Affiliated Enterprises

With the development of social economy,more and more related companies exist in the form of enterprise groups,and the bankruptcy of related companies also becomes prominent.Compared with the single bankruptcy,the particularity of the related company bankruptcy lies in the large number of non-market transactions between companies.The independent personality,assets,and debts of the corporate entities are all seriously mixed.If only the traditional single bankruptcy method is used to solve the relationship Corporate bankruptcy will inevitably produce a large number of bankruptcy violations,which is not conducive to the protection of the creditors' right of fair redress,and it also does not meet the efficiency value goal pursued by the Bankruptcy Law of the People's Republic of China(hereinafter referred to as the "Bankruptcy Law").Therefore,the relevant content on the substantive merger in the "Minutes of the National Court's Bankruptcy Trial Work Conference"(hereinafter referred to as the "Minutes of the Conference")means that this system is initially established in China,but the "Minutes of the Conference" only establishes the substantive merger system in China.There are still many problems that need to be confirmed by subsequent research and legislation.This article mainly studies the application of substantive merger in bankruptcy reorganization.The first part of this article mainly introduces the theoretical basis of the substantial merger and reorganization of affiliated companies.This part discusses the institutional and theoretical basis of qualitative merger and reorganization from three perspectives.Firstly,through analysis of the current legislation,we find the legislative gap in the reorganization of affiliated companies in China,and seek the legislative space of the merger and reorganization system in the company law and bankruptcy law;secondly,through analysis of various doctrines to demonstrate the legitimacy and rationality of merger bankruptcy,including The theoretical sources of substantive merger,philosophy of law,economics of law,and civil law;finally,from the perspective of comparative law,through the investigation of the development process of merger bankruptcy in the United States,we seek development experience suitable for China's national conditions.The second part of this article mainly introduces the difficulties faced by the bankruptcy and reorganization of affiliated companies.This part analyzes the research content from two aspects.First,it analyzes the particularity of the bankruptcy of affiliatedcompanies to elicit the legal value of the reorganization of affiliated companies,including bankruptcy.The substantive and procedural value of law and the value of reorganization.Secondly,it analyzes the existing regulatory measures for the merger of related companies and the shortcomings of each method.Through the analysis of these two aspects,we can clearly grasp the plight of the merger and reorganization of related companies.The third part of this article introduces the suggestions for the improvement of the substantive merger and reorganization system of affiliated enterprises in China.This part puts forward suggestions for the improvement of China's merger and reorganization system from four perspectives.The first is to improve the legislation and change the current status of the lack of legislation;the second is to clarify the applicable principles of merger and reorganization;the third is to build a standard system for substantive merger and reorganization;the fourth is to improve the start-up procedures for merger and reorganization.