The Legal Configuration Of Voting Rights Of Bankrupt Creditors

Voting rights are the main tool for creditors to participate in bankruptcy proceedings and achieve autonomy of will.The "Doing Business Report" released by the World Bank shows that the index of "creditor participation" under my country’s corporate bankruptcy law has a low score,which is not unrelated to the fact that the law does not reasonably give creditors the right to vote on major decisions in bankruptcy proceedings;The few words of bankruptcy voting rights have long been unable to deal with the complicated problems that have arisen in practice.The "Report of the Law Enforcement Inspection Team of the Standing Committee of the National People’s Congress on Inspection of the Implementation of the Enterprise Bankruptcy Law" proposes that the legal system of enterprise bankruptcy should be revised as soon as possible and actively respond to the needs of practice.How to make a reasonable allocation of bankruptcy voting rights in the process of amending the law is a major issue that needs to be responded to by the theoretical circle.Therefore,this paper is divided into four chapters to discuss the allocation of bankruptcy voting rights:In the first part,this paper introduces the current situation and problems of the allocation of voting rights in bankruptcy.Bankruptcy voting rights refer to the right of creditors to vote on matters that need to be resolved within the scope of the creditors’ meeting in the creditors’ meeting.For this reason,the substantive rules for voting rights allocation are also divided into two dimensions: the allocation between different rights holders and the allocation of different types of voting matters.However,the allocation of voting rights in the current rules is in a "piecemeal" state,and there are legal loopholes that cannot be filled by interpretation: on the one hand,a more flexible and scientific standard of "rights and interests are adjusted or affected" is established for voting on the reorganization plan;There is no systematic solution for other proposals and for creditors with different rights and demands.The resulting moral hazard and procedural delays need to be addressed urgently.In the second part,this paper reviews and analyzes the viewpoints on the allocation of voting rights in bankruptcy in theory and practice,and tries to find out the main ideas to solve the problem.The "Strengthening Judicial Intervention Theory" denies the necessity of creditor autonomy,contradicts the development trend of bankruptcy law,and may even exacerbate moral hazard;the "Ordinary Creditor Voting Theory" begins to face up to the importance of the allocation of voting rights,but ignores the debtor’s assets the difference between the liability status and the difference of voting items;the "equity affected or adjusted theory" puts forward the idea of different allocation of voting rights with voting items and the nature of rights,but it is only applicable to reorganization plans in the current legislation,which can Whether to generalize and how to strengthen the operability still needs to be analyzed from the theoretical root.In the third part,this paper attempts to explore the basis of voting rights from the theoretical roots,and then proves the theoretical feasibility of the differential allocation of voting rights.The "collective action dilemma" model and the "property and contract theory" in economics have important theoretical contributions to the differential allocation of voting rights.The "collective action dilemma" model holds that creditors face multiple collective action dilemmas in the state of corporate insolvency: granting creditors voting rights can help solve the common pond dilemma;and selectively allocating voting rights can help solve the free-rider phenomenon.The "property rights and contract theory" holds that voting rights originate from the residual control rights of enterprises,and the residual control rights of enterprises change with the changes of operating conditions.In order to achieve efficient results,the allocation of voting rights should also take into account the ownership of the remaining control rights and the stability of the voting rules,and strike a balance between efficiency and fairness.In the fourth part,based on the previous theoretical inquiry,this paper provides suggestions for the construction of rules for the differential allocation of voting rights from both the substantive and procedural aspects.In terms of entities,the idea of differential allocation of voting rights should be adhered to,and voting rights should be allocated according to whether the voting matters involve the exercise of the remaining control rights,whether the ownership of the remaining control rights is clear,whether the creditors’ rights and interests to be repaid are directly adjusted,and the different types of rights of the creditors.In terms of procedures,the transparency of voting rights allocation results should be increased,managers should be required to make public announcements before the meeting,creditors should be allowed to raise objections to the results of the announcement,and disputes should be finally adjudicated by the court,so as to effectively supervise the powers of managers.