Research On Legal Issues Of Business Transfer

With the rapid development of commercial transactions and the intensification of market competition,enterprises urgently need to reduce operating costs and enhance market advantages through various forms of business asset acquisition or transfer to seek development,but traditional equity transfer,company division,merger and other means can not meet the complex and diverse transaction requirements of commercial entities,so business transfer as a new and efficient resource disposal mechanism came into being,and is widely used in enterprise integration and reorganization.However,China has not yet made special legal provisions on business transfer at the legislative level,and in practice,enterprises often use contractual autonomy to restrict the business transfer of both parties,but this method can easily lead to confusion in the application of law,and there are also chaos in judicial trials with different trial ideas and different judgments in the same case,resulting in the legitimate rights and interests of commercial entities cannot be protected.In view of this,it is of great practical significance to study and improve China’s legal system of business transfer.This paper first takes the basic legal provisions of business transfer as the starting point,defines the basic connotation of business transfer in a general sense through the analysis of business transfer and similar concepts,and then analyzes the problems of China’s current business transfer system in combinationwith typical judicial precedents,mainly focusing on three dimensions: first,the debt bearing rules at the level of debt protection are not clear,and the creditor’s right to know and objection are not guaranteed;Second,at the level of protecting the rights and interests of workers,it is unclear whether the labor relationship exists in the business transfer,and the protection against wrongful dismissal and adverse changes is insufficient;Third,there are legal loopholes in the existing non-compete rules in terms of subjects,time limits,and relief measures.Focusing on the three core issues summarized above,this paper attempts to define the legal nature of business transfer through similar system comparison,and improves China’s business transfer legal system,first of all,based on the establishment of debt assumption rules and contract publicity system,combined with legislation to grant creditors the right to object,the right to participate in bidding,the right to avoidance and other rights to solve the problem of debt protection,followed by strengthening the right to know and consultation,prohibiting improper dismissal and adverse changes,Finally,in order to fill the loopholes in the rules of non-compete clauses,this paper takes the balance of law and interests as the basic principle and clarifies responsibilities as the basis,and puts forward specific suggestions such as broadening the scope of obligation,regulating a reasonable period of time,and introducing an injunction system.