Legal Research Of Listed Company’s Reorganization Practice

Since bankruptcy reorganization system was born in the late19th century,it hasplayed a significant role in rescuing the crisis enterprises and also greatly improvedsocial stability and economic development.It has become one of the three systemsof contemporary bankruptcy law.The new bankruptcy law was promulgated in2006,which is the result of many years’efforts of the scholars of bankruptcy law.Sincethen,bankruptcy reorganization system has been officially introduced to China.Byanalyzing the bankruptcy reorganization cases in recent years,the writer believesthat bankruptcy reorganization system has played an outstanding performance insaving the large and medium-sized enterprises.This system also leads a major rolefor the distressed listed companies getting out of the predicament.In this thesis,the writer makes a through research on the bankruptcyreorganization of Xianyang Pianzhuan case.After the analysis of legal issues andexceptions of law application of this case,the writer puts forward his own legislativerecommendations.This thesis is divided into four parts:The first part is a brief description of the Xianyang Pianzhuan case.This part isabout the contents of Shenzhen Stock Exchange announcement of XianyangPianzhuan,and it provides the basis for the subject of Chapter II and Chapter III.Xianyang Pianzhuan is a basically representative reorganization case after theimplementation of new bankruptcy law,and it provides a good view point for hescholars of bankruptcy law.As the most popular bankruptcy reorganization case,comparing to the situations of other unlisted company’s,Xianyang Pianzhuan casehas its own characteristics because of its diverse interests involved and complexprocedures.The second part is about some breakthroughs of law application in the process of reorganizing Xianyang Pianzhuan case.The provisions of new Bankruptcy Lawon bankruptcy reorganization are too brief.The Standard of corporate reorganizationis not as stringent as the corporate bankruptcy and liquidation.The corporate thatdoes not meet the conditions of bankruptcy liquidation of the enterprise can still beadmitted to the procedure of bankruptcy reorganization in order to get out ofpredicament as early as possible.Due to the problems of China’s existinginstitutional structures,in practice,there exist the conflicts between the judicialdiscretion and the administrative examination and approval power of the SFC whichmake restructuring and reorganization disconnected.The Xianyang Pianzhuan casecarry on a beneficial attempt to resolve the conflict,and it successfully applies theU.S.Bankruptcy Code DIP administrator mode which greatly increases the chanceof successful reorganization.The third part is based on the reorganization plan and other publicly availableinformation disclosed by Xianyang Pianzhuan.The writer analyzes the rigid creditorgroup voting system,exit mechanism and systematic reorganization of XianyangPianzhuan case.Through the case,the writer hopes to find the problems encounteredby the listed companies in the process of bankruptcy and reorganization.The fourth part is the writer’s legislative proposals that are concerned about thefuture judicial interpretations of bankruptcy reorganization of listed company.As astrong practical system,the provisions of bankruptcy reorganization system of theBankruptcy Act of2006are too simple,although it adopts some useful provisions.However,in practice,both the judgers and executives feel the stones to across theriver.At last,the writer gives his own legislative proposals on the convergencebetween judicial review and administrative review,exit mechanism of listedcompanies and the rigid creditor voting system.