On Debt Assumption Regulating In Transfer Of Traded Commercial Asset Of Chinese Enterprise Of Juristic Person

The rule of enterprise of juristic person type turns the independence of juristic personality and the limited liability of subscriber extremely into absolutization, and commencing from the very beginning, in the one hand, it has become a powerful catalyzer driving the development of society and economic, and, in the other hand, it exchanges for the realization of social economic value by sacrificing the rights and interests of some interested persons to some extent, that is, by increasing the risks of creditors and bring down the advantageous conditions of creditors to reduce the risks of investors. Notwithstanding existing laws provide regulating means in contract law and bankruptcy law, the serious threat and the tremendous harm resulted from objectively unsuccessful business running, ill-willed withdrawing enterprises'properties, and other circumstances, can not be avoided and enough regulated. Only upon the establishment of the proper rule of ordinary debt guarantee, which relating to the shift of enterprise properties, it is able to erect firm barrier, protecting the basic rights and interests of creditors, and rendering foreseeable guiding rules for the consequence of the shift of enterprise properties, giving attention to both efficiency and security of commercial dealing. The rule of debt assumption in relation to undertaking transfer is such a regulation capable of meeting demand. This thesis starts from the discussion on the value of institution in terms of debt assumption regulating in transfer of traded commercial asset of enterprise of juristic person, then conducts the law-comparison exploration on representative statutory cases from Continental law system and Anglo-American law system, and further deploys investigation on debt assumption regulating in transfer of traded commercial asset of Chinese enterprise of juristic person, puts domestic investment and foreign investment into separate reasoning, analyzes the defects and perfecting of institutional system, and, finally, affords solution of settlement in the way of model law provisions and proposed legislative reasons.