Research On Substantive Consolidation Of The Affiliated Companies In Bankruptcy Reorganization

For affiliated enterprise merger restructuring,many scholars research focus mainly concentrated in the process of the construction of the program,from the perspective of the practice of practice,the affiliated enterprise merger restructuring program to promote reasonable,solve a lot of related subject more wide geographic distribution of capital complex problem but in the practice of the practice of many existing law on the basis of thin,substantial consolidation applied conditions chaotic.This paper is the current legislation and practice applicable legal problems of the affiliated enterprise merger restructuring research,argument basis including nearly 10 years related enterprise merger,reorganization of the written judgment of the Supreme People's Court case,typical Japanese American bankruptcy law of civil law for reference were introduced.And the German stock corporation law of the United Nations trade commission bankruptcy law legislation guide research context mainly introduce basic theory and advancing the process of merger restructuring program.This paper is divided into three parts:The first part is the general theory of the merger and reorganization of the affiliated enterprises.Secondly,through the comparison of procedure coordination and substantive merger at home and abroad to make a legal definition for the merger and reorganization of related enterprises;Once again,it shows that the research on the legal and practical value of the merger and reorganization of related enterprises;Finally,the process of starting and executing the merge reformer is described.The second part is mainly to merger restructuring plans to launch phase of the current situation and the analysis of existing problems,in order to find a solution to the current relevant laws and regulations as well as the practical case studies,it is not difficult to find that combined a lot of research has focused on the restructuring procedure start up phase this paper will start stage application in lack of application materials is unknown hearing subject not provided the three problems are studied.The solution proposed in this paper is to conclude that the declaration materials of the entity merger by the application subject that the administrator is included in the reorganization procedure to prove that the personality of the legal person is highly mixed.The third part is to analyze the current situation and existing legal problems in the restructuring period to solve the problems in the restructuring period mainly including the debtor property preservation measures to remove the problem;The lack of protection and relief of the interests of the security rights;Insufficient protection of creditors in the voting and mandatory approval stages of the restructuring plan;The effect of substantial merger on internal corporate governance structure.Solutions include:clear acceptance of the court's decision on the debtor's property,and assist the seizure court to timely release the seal;Make it clear that the suspension of security right only includes the realization right and allows the security right holder to participate in the auction;The supplementary provisions shall follow the grouping principle of debtors corresponding to the related subjects.To clarify that the creditor has the right to file an objection against the result of compulsory approval;After the board of directors of substantial amalgamation stops,stockholder meeting does not stop all authority of course.