On The Applicable Standards For The Substantive Consolidation And Reorganization Of Related Enterprises

Substantive merger and reorganization of affiliated enterprises is a new form of reorganization,which is in line with modern economic development.At the theoretical level,the substantive merger and reorganization rules have a sufficient empirical basis,and have advantages that cannot be achieved by the current legal system when dealing with complex problems of affiliated enterprises.In practical operation,the basis for the judgment of substantive merger of quite specific cases is weak,and the boundary of the court’s discretion is excessively expanded,resulting in the phenomenon of "different judgments in the same case",disrupting the bankruptcy order,and causing damage to creditors.In this regard,it is of urgent practical significance to construct a practical standard system.The construction of the standard system should not be divorced from the existing legal practice,combined with relevant foreign legislation and judicial experience,based on the provisions of Article 32 of the "Meeting Minutes",and based on the actual needs,the construction of the core standard is based on the standard of high degree of confusion of legal person personality and the standard of creditor’s interests,replacing the standard.A standard system with high cost and fraud as specific considerations,in order to find a breakthrough in the practical dilemma of the applicable standards for the substantial merger and reorganization of affiliated enterprises in my country.