A Study On The Principle Of Substantive Merger Of Bankruptcy Law

There is an extremely great change in Chinese market-oriented economy that numerous enterprises are not satisfied with their single operation mode and field, and begin to find new ways to control other companies through M&A or reinvest in the market in order to achieve their goals of scale of business.Meanwhile, the birth of affiliated enterprises is the ice-broken measure to the traditional single company entity theory. The complex employment relationship, interests and intercompany transactions of affiliated enterprises have challenged the theory of independent corporation personality to some extent. The bankruptcy of these affiliated enterprises has also challenged the individual bankruptcy system.The substantive consolidation doctrine is one of the most useful methods to resolve the problem of affiliated enterprises bankruptcy in America, and it is getting perfect through over70-year development. Reflect on our law and regulations, there exists the blank for affiliated enterprises bankruptcy. The author thinks it’s necessary to introduce the substantive consolidation doctrine to Chinese legal system which can protect the interest of all creditors.Except the introduction and conclusion part, this paper can be divided into three parts: Chapter one introduce the general idea of the substantive consolidation doctrine, includes its meaning, features, theory bases, and compare the substantive consolidation doctrine to piercing the corporate veil, equitable subordination doctrine and procedural consolidation.Chapter two is the research of American substantive consolidation doctrine. Based on referring to the great abundant information, the author shows the case development, the changing of the appliance standards, applicable object and other problems of the substantive consolidation doctrine.Chapter three is about system construction of the substantive consolidation doctrine in the affiliated enterprises bankruptcy. This chapter is aim at giving some idea of related legal issue such as its necessity and feasibility, the possibility of legislation from the legislative system, substantive requirements and procedural elements aspects.