The Research On The Adjustment System Of Investor’s Rights And Interests In The Reorganization Of Listed Companies

As an important part of China’s bankruptcy legal system,reorganization has been committed to saving the enterprises in distress since it came out together with the enterprise bankruptcy law in 2007,which has played an irreplaceable role in improving the legal system of China’s market economy.As of June 2020,a total of62 listed companies across the country have turned the corner through restructuring procedures,and most of them have made profits.However,many of our listed companies’ reorganization procedures are lack of perfect legal rules and operational guidelines,which makes the bankruptcy administrator and the people’s court unable to follow.This is the hidden danger behind the success of the reorganization of listed companies.The most typical is the investor’s rights adjustment system under the reorganization of listed companies.As a legal means to adjust the interests of investors,creditors and restructuring investors,the equity adjustment system of investors has gradually played a vital role in the restructuring of listed companies.However,the legislative level has never made detailed provisions on it,including the meaning,principles,application,necessity of adjustment,scheme design,voting system and implementation There are no explicit provisions on the regulation of the rights and interests of investors and the supervision.Only in the second paragraph of Article 85 of the enterprise bankruptcy law,where the adjustment of the rights and interests of investors is involved,a group of investors shall be set up to vote.Therefore,it is necessary to comb the basic legal principles of the investor’s rights and interests adjustment system from the following seven aspects to fill the legal gap of the investor’s rights and interests adjustment system.Firstly,clarify the concept,application and system value of investor’s rights and interests adjustment.Conceptually speaking,the equity adjustment of investors and shareholders refers to the corresponding adjustment of the existing equity structure of an enterprise,including the total share capital,shareholders,shareholding shares and shareholding ratio,so as to repay the debts of the enterprise,introduce investors,maintain the production and operation of the enterprise,and avoid the bankruptcy and liquidation of the enterprise.In terms of application,it is usually applicable to the reorganization procedure,and the reconciliation procedure also has room for application;it can be applied to the reorganization of both listed companies and non listed companies;it can be applied to the adjustment of both non-state-owned shares and state-owned shares.From the perspective of institutional value,it is mainly reflected as follows: it adapts to the legislative standard of the current bankruptcy law,conforms to the logic of economics,and is beneficial to the optimal allocation of resources and the improvement of the debt repayment rate.Secondly,it discusses the basic principles of investor’s rights and interests adjustment,including the principle of maximizing the overall interests of creditors,the principle of absolute priority under the sharing of restructuring costs and the principle of distinction.Third,the necessity of investor’s rights and interests adjustment is analyzed.56 of the 62 listed companies adopt the way of investor’s rights and interests adjustment.The reason is that the investor’s rights and interests adjustment can make the investor and the creditor share the income and cost of reorganization on the one hand,on the other hand,it can provide legal basis for the investor to retain their due rights and interests,and it can also provide reference for the introduction of reorganization Investors provide convenience.Fourth,sort out the scheme design of investor’s equity adjustment in listed companies.The more common ways are capital reserve converted to share capital,original shareholder’s free transfer of shares and reduction of shares.Fifthly,the voting system of the investor’s rights and interests adjustment plan is studied,which mainly includes: 1.Refine the grouping of investors to ensure the right of small and medium shareholders to participate in the meeting;2.Set up the investor committee to form a situation of "two confrontation" with the creditor Committee;3.Learn from the voting mechanism of the general meeting of shareholders to improve the convening,holding and proposal of the investor group meeting;4.Increase the network investment The scope of application of the voting system.Sixth,sort out the problems existing in the implementation process of the investor’s equity adjustment plan,mainly including: 1.The debtor’s power as the main body of execution is seriously absent;2.The execution period is too long,which seriously infringes the trust interests of restructuring investors and creditors;3.How to coordinate the relationship between the restructuring procedure and other civil and commercial procedures when the equity is frozen.Seventh,it is clear that the whole process of the investor’s rights and interests adjustment plan from formulation to voting and then to implementation should be supervised by multiple subjects,including the administrator,the creditor Committee,the debtor’s Dong Jiangao,the people’s court accepting the reorganization case and the CSRC.