Standards For Mandatory Approval Of Listed Company Bankruptcy Reorganization Plan

The compulsory approval of the court is that the draft reorganization plan has not been unanimously approved by the voting groups.The court has adopted judicial intervention to correct the legal relationship and the interests of the interested parties,and to give the reorganization plan the execution power.Its goal is to save the distressed enterprises and promote social and economic development.The discretionary application of discretionary standards is not only a “direction mark” for reorganizing stakeholders to negotiate a reorganization plan,but also a yardstick for judicial decisions.Listed companies have huge economies and a wide range of social influences.It is necessary to be cautious and rigorous in order to initiate compulsory approval.The current follow-up to the use of mandatory approval rights is closely related to the lack of clear physical and procedural standards for mandatory approval.At present,the bankruptcy case of a listed company has reached the point where “the case must be cut”.The 13 listed companies that have entered the reorganization application procedure and have completed the court judgment have not passed the normal voting.In the reorganization procedure,none of them entered the liquidation.The tendency of the court to abuse the reorganization plan to enforce the right to approve is obvious.The compulsory approval case has a gap from the "normal approval" in terms of the ordinary creditor's rights settlement rate,the creditor's shareholder's interest distribution,and so on.Therefore,it is very necessary to make up for the defects inthe existing system through the improvement of the standards of the compulsory approval system,legally and reasonably protect the interests of the stakeholders,and play the role of the public interest of the law.In addition to the introduction and conclusion,this article is divided into four chapters,trying to analyze the problems in practice from the perspective of legislative theory and practice.Learn from the laws related to bankruptcy and reorganization in advanced countries and regions.Starting from the concept of interest balance between private law autonomy,social public interest and rights holder protection,the court will improve and improve the standards for compulsory approval of listed companies on listed companies,and optimize the compulsory approval system for bankruptcy reorganization of listed companies.The first chapter of this paper introduces the basic theory of the mandatory approval standard system in the reorganization plan.The first section introduces the concept and nature of compulsory approval,explains and defines the connotation of compulsory approval standards,and excavates the legal basis of compulsory approval standards from the perspectives of autonomy of interest and balance of interests.In the second and third quarters,from the perspective of necessity and importance,the second section analyzes the particularity of the listed company itself,and based on its special attributes and institutional norms,it puts forward several issues that must be paid attention to for special standards.The main point is the idea of what should be included in the mandatory approval criteria for listed companies.In the third section,the importance of the improvement of compulsory approval standards is further elaborated from three aspects: social benefits,balance of interests of stakeholders and improvement of reorganization efficiency.In the second chapter of this paper,an empirical analysis of the compulsory approval of bankruptcy reorganization of listed companies in China is made.Through the analysis of the reorganization plan of the compulsory approval of the listed company and the judgment of the court,it is found that there are problems in the reorganization plan,such as the simple operation plan,the unfair adjustment of the interest adjustment of the stakeholders,and the large gap in the execution period.There are obvious cases of voting procedures.For different situations,when the court compulsory approval is initiated,there are obvious judgments and lack of reasoning,and there is no effective remedy for the dissident.The third chapter of this paper introduces the compulsory approval criteria of listed companies,which should include both procedures and entities.It indicates that the compulsory approval criteria should contain the content,but there are many shortcomings according to the actual legal situation in China.Therefore,the existing legislative provisions are,one by one analysis,pointed out the main problems.In the fourth chapter of this paper,the author puts forward that the formulation of the reorganization plan standard of listed companies must adhere to the basic principles of the principle of balance of interests,the principle of fairness,the principle of minimum,and the principle of absolute priority.In the second section,according to the main problems and characteristics of the mandatory approval standard in the listing reorganization plan,the author proposed the modification of Article 87 from both the procedure and the entity under the guidance of the basic principles of the first section.The opinions pointed out that the specific content of the listed company's standards needs to be increased,including the improvement of information disclosure,hearing,dissident relief procedures and methods of feasibility judgment,etc.,in order to create a better rule of law environment and contribute to the development of active society.