On The Applicable Standards Of Substantial Merger Of Affiliated Enterprises In The Reorganization Procedure

At present,China lacks rules on the handling of enterprises in a connected relationship that affects general bankruptcy proceedings.The focus of discussion and discussion in the theoretical and practical circles is basically centered on the applicable standards of the substantive merger rule,the determination factors of the court when applying the rule,and related entities and procedures.Through theoretical analysis and empirical research methods,the author has demonstrated the value of the existence of substantial merger rules.It is a relatively common understanding that even if the substantial merger rules will have a certain impact on the independent personality of the legal person,it cannot be denied that the substantial merger rules exist independently and Applicable value.In view of the fact that China's current bankruptcy law does not explicitly stipulate the rules of substantive merger,this article attempts to analyze the problems of substantive merger rules in legislation and the direction of efforts through textual interpretation and system explanation.At present,most scholars do not discuss and study the different types of bankruptcy paths for the application of the rules of substantive merger.However,in contrast to bankruptcy liquidation and reconciliation,the reorganization system pays full attention to the rights of creditors,debtors and other interested parties,and focuses on business maintenance and attention.The stability of the order of socio-economic relations is concerned with broader social interests.Based on the particularity of the value pursuit of the reforming system,the substantive merger rules in the reforming process need to be explored beyond the legal principles of the liquidation process.This article studies the origin and development of substantial merger rules in bankruptcy of affiliated companies,compares the differences in the application of the rules of substantial merger in bankruptcy liquidation and bankruptcy reorganization,and analyzes the application of rules of substantial merger in the reorganization process of affiliated companies.It also discusses in detail the different elements of the actual merger rules that need to be considered when reorganizing the actual merger rules when members of the affiliated company are in different situations.The study found that it is not sufficient to rely on the theory of company law for the legal basis of determining the substantial merger.Although the legal basis of substantive merger and reorganization cannot be separated from company law,it cannot be limited to company law.Through analysis and research on legal norms and judicial cases,it is reasonable to propose that the application of substantial merger rules in the reorganization of affiliated companies is reasonable,but after applying the substantial merger rules,it has brought about realistic negative effects.The problems that follow after application and the reasons for these problems are analyzed,and corresponding remedies are proposed for these problems.In the process of applying the merging rules of affiliated companies,both the protection of creditors' interests and the protection of innocent people's interests must be taken into consideration.It is very important to construct a mechanism to prevent the improper expansion or abuse of the merging rules.Importantly,in response to these urgent needs,this article puts forward suggestions for the construction of a system for applying the standard system of substantive merger rules.