On Goverance Structure Of Corporate Reorganization In China

Establish scientific and rational corporate governance structure in reorganizationproceedings has great significance in realizing the restructuring objectives and making itsmoothly.Currently, more and more companies which had difficulties in operating choosereorganization.Therefore,the governance structure of corporate reorganization has drawn muchattention in theoretical and practical area.Based on the main power distribution of eachinstitution, this paper proposes some solutions to solve the governance problems inreorganizing corporation.The first part begins with the origins of the corporate reorganization and introduces thevalue cohesion between company law and bankruptcy law.The purpose of corporate law is toensure the fluency of market access and arouse investgators’ enthusiasm. Its independentpersonality and limited liability of shareholders is to reduce the loss of shareholders caused bycompany’s bankruptcy. While the purpose of bankruptcy law is to save the corporation，balance the interests of all parties, minimize the loss of stakeholders, and maximize theinterests of stakeholders. The former emphasis on the foundation and development ofcorporation, while the latter one stress on the recovery of corporation., extending the company’s"life". Both have the same strain and complementary in the commercial law system。The second part analysis the reorganization’s impact on the corporate governance,focusing on combing the difference between the normal operation and reorganization.Beforereorganization, including shareholders own final power, the maximal interests,corporateautonomous and creditors are shut out of the. After that, the governance structure has commonproblems in different model, including creditors’ limited power, shareholders’ decision on re-election and payment and court’s final judgment.The third part focuses on the analysis of the special problems in the governance structureof corporate reorganization, including two models—self-governance of debtor and governanceof managerial personnel. In self-governance of debtor, corporation’s original institute has suchgreat power that it can make decision on business and other things, with manager and court asupervisory role. In governance of managerial personnel, it has a strong limation oncorporation’s original institute, with manager and court a leading role. The fourth part put forward suggestions to solve the problems of the governance structureof corporate reorganization. A feasible solution is to make power distribution amongshareholders, board of director, supervisors, creditor, manager, court and other institute clearthrough judicial interpretations.