Research On The Construction Of Substantive Consolidation Legal System For Enterprise Groups

The enterprise groups originated from the rapid development of market economy,and through the integration of organization and operation,try to optimize resource allocation,improve economic efficiency and capital scale,and reduce market risks.However,it cannot be ignored that the frequent connected transactions hidden within them can also damage the interests of creditors and undermine the market economic order.In order to regulate the damage caused by the improper use of affiliation,how to design a set of rules similar to "piercing the corporate veil" in bankruptcy law has become the focus of attention.The rule of substantive consolidation came into being,which specifically refers to the court hearing the bankruptcy case of affiliated enterprises,consolidating the assets and debts of all or some of the member enterprises,eliminating the creditor-debtor relationship between internal members,such as guarantees and loans,and using the group’s overall property as the bankruptcy estate for distribution to external creditors.At present,for the judicial application of the rule,China has not yet confirmed the legal status of the substantive consolidation rule from the legislation,and the trial practice of courts around the country is not consistent in terms of judgment standards,procedural operation rules and legal consequences.In order to deal with the special problems of enterprise group bankruptcy more effectively,the author starts from the relevant judicial status in China,comprehensively sorts out the judicial status of enterprise group substantive consolidation bankruptcy,deeply analyzes the legal and practical bases,draws on the rich experience both inside and outside China,and focuses on the substantive and procedural rules of enterprise group substantive consolidation bankruptcy based on the characteristics of China’s legal system.In the future rule construction,substantive consolidation should be incorporated into the legislative provisions of the bankruptcy law,and the guiding nature of the legal provisions should be strengthened,while the discretionary space of individual cases should be given flexibly.Secondly,a multi-level application standard system should be constructed,and the rules on substantive consolidation should be applied prudently from macro and micro perspectives.It should improve the procedural rules of substantive consolidation,clarify the subject of application and the mode of commencement,determine the competent court,and fairly protect the procedural rights of interested parties such as participation in hearings,post-judgment objection relief,and the principle of unified claim filing review.This article summarizes and concludes the applicable rules of substantive consolidation bankruptcy,with a view to providing reference ideas for the subsequent discussion of relevant rules,and ultimately helping to build a business environment of rule of law,marketization and facilitation.