| Bankruptcy reorganization is there-constructrual legal system for these enterprises which are in difficult pilgrimage but have hope for revival to rescue their business. The PRC Enterprise Bankruptcy Law, which came into operation on June 1,2007 (hereinafter referred to as the Bankruptcy Law),grades the bankruptcy cases into three important parts: restruction, reconciliation, and liquidation. The main characteristic is to change the former passive liquidation insolvency mainly based on liquidation, to the active reconstruction insolvency based on restruction and conciliation. The establishment of the restruction system greatly prevents and restricts the adverse knock-on effects brought on by the bankruptcy liquidation and the resulting enormous social costs and economic costs. However, the effective usage of the advantage of the bankruptcy restruction system depends on the optimization and effective implementation during the period of restruction to reconfigure the ownership and control, to effectively balance and monitor the power of all stakeholders,so as to reach the goal of restruction for the enterprises to survive.This paper is based on the guidance of the corporate governance structure theory, through the summary of the corporate restructure practice, and tries to sort out and summarize the governance structure of the bankrupt reorganization corporation, to compensate for the deficiencies of the corporate governance structure theory, and provides for the improvement of the insolvency restruction. This paper is divided into three parts: introduction, body and conclusion.The introduction mainly describes the background and significance, status of both home and abroad,research methods and contents. The body is divided into four chapters:ChapterⅡfirst examines the theoretical basis (economics,institutional economics,law and other aspects of various discipline) of the corporate governance to provide theoretical support for the improvement corporate governance structure. ChapterⅡalso involves the equity theory and sociology of law.ChapterⅢintroduces the governance structure in normal circumstances, which are the inner governance structure of stakeholders.board of directors and managers of mutual checks and balances and the outer governance structure of capital market, control market and manager market. Here the corporate governance structure under normal circumstance brings enlightenment for the improvement of the governance structure of enterprises of bankruptcy and restruction.ChapterⅣanalyses the corporate governance structure of China's bankruptcy reorganization status and existing problems. During the process of bankruptcy and reorganization, all stakeholders have more intense conflicts than normal circumstances and conflicts on restructure targets. At the same time,through the case analyses of the enterprises like Canghua, Huayuan, Haina,etc,which came into bankruptcy restructure process, this paper makes an analysis of the exposed problems of the composition of managers, groups of stakeholders,equity transfer and supervisions when the managers remains responsible for these business affairs, combining the basic theories of corporate governance and legal issues of both home and abroad, and finally analyses issues such as the reassignment of control and distribution in the reorganization process, the special composition of managers and the determination of the groups of creditors.Chapter V presents the relative strategies for the improvement of bankrupt reorganization of corporate governance. In this part, the paper will respectively discuss the two situations where the debtor solely manages the property and where the managers deals with the property and business during the reorganization period. By the mutual check and balance system and the establishment of power monitoring on all stakeholders, these stakeholders could be restricted, improved and the issue of interest could be properly handled.The last part of the paper presents the conclusions and the need for further research. |
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