Legal Study On Reorganization Of Listed Companies

In modern society, lateral and longitudinal connection between enterprises is getting closer. The collapse of one big enterprise can produce domino effects, which cause harmful chain reaction, unemployment, tax reduce and a series of economic and social problems. So the"Bankruptcy Reorganization System", which has a positive bankruptcy preventive function, appeared. Due to the listed companies' widespread social influences and scarce shell resources, they doubtlessly become the main users and beneficiaries.Since the"Enterprise Bankruptcy Law"was enforced four years ago, the reorganized listed companies have summed to 30. But the practice pioneers are still in the groping phase. On one hand, the legal system involved a wide range of problems and different departments; on the other hand, there is only one Chapter (25 articles) to regulate them which is too broad and general, and the thesis and monographs on bankruptcy reorganization of listed companies are very scarce. So the practical operation is disorder and often be jammed, which affect the value pursued at the beginning of the system designed. Although there was a voice in the judicial interpretations in 2008, but they have not been passed 3 years later. Considered the practical significance and more and more listed companies would be reformed, the study on how to perfect the bankruptcy reorganization system of listed company is particularly important.Through data collection and demonstration, this article analyzed the realistic significance and the basic situation of the reforming of listed companies in China, and mainly discussed three problems: the information disclosure, the conditions for courts'approval and the shareholders' rights. Through that, this article intends to give legislative suggestions for the improvement of the bankruptcy reorganization system and hope to ensure the reorganization implemented more smoothly. This article consists of four chapters.Chapterâ… is about the general problems of the listed company reorganization. This part starts from introducing the definition, the differences between relevant system and the history. It analyzes the status quo of reorganization in China to reveal three legal issues which should be improved immediately.Chapterâ…¡is about the information disclosure. It starts with a case which reveals the necessity of information disclosure, and summarizes our defects. Then it suggests constructing a specific information disclosure system for listed companies reforming on the base of foreign experience.Chapterâ…¢mainly studies the approval of the reorganization plan of listed companies. This part discusses the conditions and the principles of approval, and put forward some suggestions on approval conditions, remedy mechanism and how to coordinate with administrative approval.Chapterâ…£focuses on the legal rights and interest of shareholders. It analyzes the shareholders'specific rights in reorganization. Finally, through commenting on the relevant provisions , it presents 5 countermeasures to improve the shareholders' rights in reforming system.