On The Protection Of The Interests Of The Creditors In The Merger

Amalgamation of company is an important method of optimizing industry structure and organizing structure for all the country. As the necessary requirements of capital concentrating, company amalgamation have 100 years experience and several times climax for western country. Such as the amalgamation of U.S company, it begin from the end of 19^th century and beginning of 20^th century to now, it has experienced five peak in the process. It pushes forward the upgrading of industry and optimizing the capital structure. Nowadays with the deepen of the reform in china and the accelerating of the reform of the state owned-enterprises, the amalgamation of the company is also developed very quickly in China.Company Amalgamation is the legal process of two or more than two company immerge into one of them or creating a new one company according to the legal process. Company Amalgamation will bring the transfer of the civil part, property and debt. And it will bring negative effect to the creditor, especially it is immerged with a loss company. So most state regard the protection of the creditor profit as the important part in Company Amalgamation process. So our state also proscribes the protection of the creditor profit. There exit a lot of problem for the protection of the creditor profit because Chinese Company Amalgamation & market economy is just in its beginning. Based on the properly protection of the creditor profit, this article focus on the protection of the creditor profit and discussed it with some 30,000 words thoroughly.Part Ⅰ: Summaries of the protection of the creditor profit in company Amalgamation. It includes three aspects. Firstly, it explains the intention and legal property of company Amalgamation. Secondly, it specifies the different creditor parties in company amalgamation. And the different creditor parties will be protected in different level. The existence of different creditor parties will be the base for the protection process. No matter on the economic view or legal view, the creditor parties are on the week point. Last, it gives the theory of protection of creditor party.Part Ⅱ: The rule and scope of the protection of the creditor parties incompany Amalgamation. It is necessary to protect creditor parties but what should be the rule to protect and what is the scope to protect is the mainly question need to be discussed. Based on the characteristic of company Amalgamation and the position of the creditor party in the relations of company profit, the author regard it should according to the rule of protecting properly. Additionally, it is also a necessary rule to be comply with that protect creditor party before & after the company Amalgamation and giving attention to the equality and efficiency. As for the protection process should be for the logout company or logout company & new company, the author regard it should be analyzed according to the specific situation.Part III: The design of the program on the creditor's profit in the company Amalgamation.Conceming the program in the creditor's profit in company Amalgamation,the divisors of all countries' companies have set up the ground rules such asiinform, demurred by the creditors, juristic after effects of carrying out the protection for the creditor inappropriately.The creditors enjoy the statutory authority of knowing the inside stories.That's the precondition of the creditor's other authorities' exertionAnd the authority of the demurring is the consequent right of the divisors of companies.The demurral appeal constitutes the heart of creditors' protection company Amalgamation.To prevent the creditors from abusing the right of demur,It is necessary to limit the exertion of that right.That is to say none but the producing calamity,the creditor can use the right.Part IV: The supposing of being protected of the creditors in company AmalgamationAlthough our national law has prescribed the protection for the profit of the creditors.Our company Amalgamation were set up very late,in addition to the beginning of the market economy,the protection to the creditors appears negative and ossification,not reach the anticipate aim.There are so many reasons cause this effect,so we must think over the building of the benefit protection system.In my essay there are four aspects to bring forward the idiographic conceiving.First of all,To perfect the program system of protecting the creditors, confirming the applying range of the protecting the creditors To predigest the formalities of the protection and confirming the conditions and the effectiveness properly.Secondly,To establish the responsibility of the director to thecreditors. If the companies did not fulfill the incumbencies such as apprizing5dis-charging,assuring,the best way to protect the creditors is the complementarity the assurance,extending the responsibility of the discharging, That is each part of the company Amalgamation should assume the related duty of the compen -sation.Thirdly,To increase the power of the justice protection Justice giving is the last barrier of the creditor's benefit protection.lt is signality.When the positive law has leak,the justicers should exert the activity of the adjudgement sufficiently,measurably and reasonably exert the basic fundamental and the law of the companies in the civil code.To fetch up the lack in the creditor protection.Fourthly,to advance the creditors' consciousness of self protection^ establish favorable social credited system.Under the studious of the law,the creditor neither can accept passitively.The should advance their consciousness of protecting themselves.In company Amalgamation,attention to the benefits of the creditors can impulse the establishment of wonderful social credited system,and that can also improve the establishment of the protection system of the creditors.