A Study On The Insolvency Of Affiliates Enterprises In Substantial Consolidation

As a product of the development of the market economy,affiliated enterprises can exert economies of scale and save production and operation costs through the optimal allocation of resources among member enterprises;On the other hand,the salient feature of affiliated enterprises is the conflict between the subordinate attributes between the independence of each member enterprise in the legal form and its internal structure,and the core connection method between the members of the affiliated enterprise lies in the direct or indirect control relationship,in order to maximize the pursuit of economic interests,the abuse of the control relationship will often occur risk transfer,improper interest transmission and other behaviors.The drawbacks of illegal related party transactions between affiliated enterprises and a high degree of confusion in the personality of legal persons are not obvious when the normal operation of the enterprise is not obvious,but once a member enterprise faces bankruptcy due to poor management,the contradiction will break out at one time,and the protection of creditors’ rights and interests will also fall into trouble.The system is different from the bankruptcy of individual enterprises,and this treatment mode has become a new exploration generally applicable in judicial practice in China,and the efficiency and value basis of the system are self-evident,which not only avoids the complicated procedures of asset attribution division and related claims clearance and determination between affiliated enterprises,but also helps to realize the integration of upstream and downstream member enterprise resources,thereby improving the possibility of successful reorganization.However,it is undeniable that although the substantive merger bankruptcy model can well solve the problem that it is difficult for related enterprises to go bankrupt alone,because of its operation mode of unified repayment,in most cases,it will cause changes in the repayment rates of different creditors,and the realization of substantive and fair protection of creditors is an important value pursuit of bankruptcy law.This paper therefore focuses on the protection of creditors in the insolvency of associated enterprises in substantive consolidation,a comprehensive and multi-dimensional response to the protection of creditors’ rights and interests in the course of substantive consolidation,primarily at two levels:substantive and procedural Therefore,at the substantive level,based on the prudential principles and comprehensive standards,and relying on the National Enterprise Bankruptcy Reorganization Case Information Network,the relevant cases are summarized and summarized in a typological manner,and a comprehensive standard with the mixing of legal personality as the main criterion,at least including the difficulty of asset separatin and the protection of creditors’ trust interests,is constructed.While maintaining openness and inclusiveness of applicable standards,reduce arbitrariness and uncertainty.Procedural legitimacy and protection of rights are the prerequisites for achieving substantive fairness,and at the procedural level,from the initiation mode of substantive merger,the hearing procedure before application,and the relief of dissenting creditors to the voting of the creditors’ meeting on the reorganization plan,the implementation and supervision of the reorganization plan,and the dynamic process of implementing and supervising the reorganization plan,each step of the procedure is carried out while responding to the dissenting creditors.Finally,the special design of the pre-reorganization system in the process of bankruptcy reorganization,the operation of the debt-to-equity swap repayment plan,and the improvement of the bankruptcy administrator system are also reflected on and constructed from the perspective of the systematic protection of creditors’ rights and interests.