Research On The Legal Issues Of The Substantive Merger Bankruptcy Of Related Enterprises In China

The enterprise bankruptcy law of the People’s Republic of China,as a law regulating enterprise bankruptcy,has provided a strong legal basis for a large number of bankruptcy cases over the years.However,it has been more than ten years since the promulgation of the enterprise bankruptcy law in 2007.For example,minfa securities co.,ltd.is involved in the substantive merger bankruptcy of related enterprises.The supreme people’s court has solicited opinions on the issue several times,but so far there has been no judicial explanation.In the proceedings of the national court bankruptcy trial issued by the supreme people’s court in2018,relevant trial guidelines were given for the "bankruptcy of associated enterprises merger".Higher people’s courts in hebei,shandong,guangdong and other places have also issued guidelines on the trial of bankruptcy cases,including the substantive merger of bankruptcy guidelines.Such documents have certain guiding significance for the solution of the problem,but their essence is neither legal nor judicial interpretation,and they have no traditional legal effect,and the provisions are not comprehensive.On October 31,2019,the decision adopted at the fourth plenary session of the 19 th central committee of the communist party of China made it clear that "reform the production licensing system and improve the bankruptcy system",indicating that China still has research value and room for improvement in the provisions on the bankruptcy of the substantive merger of related enterprises.In this paper,normative analysis,comparative analysis and case analysis are adopted to study the legal issues of the bankruptcy of the substantive merger of affiliated enterprises in China.On the basis of analyzing the present situation of substantive combined bankruptcy in China,some Suggestions are put forward for the existing problems of substantive combined bankruptcy.In addition to the introduction and conclusion,the paper is divided into four parts.The first part is the overview of the entity merger bankruptcy of related enterprises.This paper makes a distinction between the substantive merger bankruptcy and the confusable system and procedure,and clarifies the connotation and denotation of the substantive merger bankruptcy of affiliated enterprises,as well as its practical significance to China.The second part analyzes the problems and causes of the bankruptcy of the affiliated enterprises in China.Based on the data platform,this paper analyzes the status quo of the substantive merger bankruptcy in China,and points out the problems of the substantive merger bankruptcy of related enterprises in China: the applicable scope and standard are different,the court jurisdiction is not clear,the bankruptcy administrator system is absent,and the protection of creditors’ rights and interests is insufficient.The third part is the experience of the United States and its enlightenment to China.The United States,as the origin country of the substantive merger bankruptcy,has quite rich experience in the application standard,scope and the protection of creditors’ interests.The fourth part is the suggestion of improving the bankruptcy system of the substantive merger of related enterprises in China.This part for the second part puts forward the problems combining with bankruptcy extraterritorial draw lessons from the associated enterprises in our country for the substance of the complete system put forward the following Suggestions: 1.The unified and standard,application scope of material combination of bankruptcy is open,specific standard combined with the case shall be applicable to the flexible;2.To clarify the jurisdiction of the court,the higher people’s court can have jurisdiction over the substantive consolidated bankruptcy with complicated association,numerous creditors and large amount of money involved;3.Improve the bankruptcy administrator system,advocate the treatment mode of joint administrators,and give priority to the administrators with the experience of successful substantive merger bankruptcy;4.To strengthen the protection of the interests of creditors,the procedure should start with the application of the parties first,the burden of proof should be reversed for the creditors,the resolution of the creditors’ meeting should be regarded as an important factor in the ruling of the substantive consolidated bankruptcy,and the right of relief should be granted to the dissenting creditors.