The Study Of The Problem About Business Undertaking

Now,in our country a property revolution is in processing. The enterprises are trying to take part in a battle with light packs by system change. Enterprise merging , selling, asset replacement, employee stock holding, MBO, bad assets peeling off began like a raging fire. To provide adequate systemic insurance to the revolution, our country had established some law about enterprise system change. In this revolution, a new type bargaining emerged. That is selling all the company's assets as a whole. It is the transfer of the enterprise's property between deferent owners. It is deferent from ordinary goods selling and the ordinary transfer of the enterprise's assets. There is a special name for this kind of transfer, that is business undertaking. The specialty of business undertaking is that it involved not only the transfer of a series of materiality assets and immateriality assets but the transfer of creditor's right and debt, the modify of organization's framework, the undertaking of labor contract, the forbidden of operate same kind of business. The rule of business undertaking is established in the commercial law of German, Japan, Korea and Macao. But now in our country there are no special rules for this kind of transfer. In practice there are some illegal factors and the conflict emerged in endlessly. And these kinds of bother become the focus of today's lawsuit.The author believes that system change and the combine and recombine is the fundamental method for a enterprise to get developing energy. Business undertaking is a important method of combine and recombine. Whether it is scientific or not is decisive to the success of this system change method. Therefore, in order to resolve the problem in practice, the author use comparative analytic method, system analytic method, law hermeneutic method to expatiate my own opinion on the definition of business undertaking, the scope and deliver method of business undertaking, the pass of the decision, the undertaking of the creditor's rights and debts, the succession of the labor contract, the forbidden of operate same kind of business and the factors influence the effect of business undertaking.