Study On Business Transfer Modes Outside Reorganizarion Plan In Bankruptcy Reorganization Process

For the bankruptcy reorganization modes, there are few Chinese scholars sorting them. In Japan, scholars divide the way into three types, self-build type, asset transfer type, funding allocation type. And two additional types, separation and merger of the company type, liquidation type. In the framework of business reorganization, what the author most concerned about, is that, the unique business transfer reorganization type in the United States and Japan. Every company has it’s own special situation, and the market changes quickly. In this situation, the traditional way of bankruptcy can’t meet the expectations of bankrupt companies and the creditors, it will not only damage the bankrupt companies and the creditors, but also is very unfavorable to the market. So I think, no matter following the international trend or protecting the interests of creditors, improving the rules of business reorganization will be the trend.This study makes the basis of the legislation and practice in the United States and Japan with the comparative and empirical analysis methods, and make the way of business transfer in reorganization plan proceedings as the main line. It will also introduce Japan’s system, in the proceeding of bankruptcy reorganization, through business transfer, to realize the framework of enterprises regeneration and the condition of law,as well as the proceedings and elements of sale reformer. Our country will put forward to build a perfect asset transfer in business reorganization proceedings with the basis, to provide a more efficient way of restructuring for the companies in practice.The first chapter introduces the definitions and types of business transfer in the bankruptcy reorganization proceeding. It will also talk about the value of business transfer and analyzes the timing of business transfer, and note the positive meaning in the legal and social dimension. It can rescue bankrupt enterprises and protect the interests of employees, and play a positive role in national economic development and social stability. It wiped away the worries for the enterprises and makes the enterprise more competitive and viability in current global competition.The second chapter analyzes the meaning of using business transfer in the bankruptcy reorganization proceeding. And it also noted the necessity and feasibility of business transfer outside reorganization plan in current situation in our country.The third chapter analyzes the sale reformer in the United States, and makes the Federal Bankruptcy Law Chapter 11, Section 363 and the related case law as the core to expand and introduce the structure, procedures and controversial points of sale reformer in the United States.The fourth chapter introduces the relevant provisions and classic examples of the business transfer in Japan. In this chapter it discusses the relevant provisions with Civil Rehabilitation Law(Japan), Corporate Rehabilitation Law(Japan), Company Law(Japan) and discusses the legal theme and the implementation and the problems of business transfer in Japan.The fifth chapter, which on the basis of comparative analysis, analyzes in two aspects, combined with the current status. Firstly, it makes the execution condition for business transfer outside reorganization plan in bankruptcy reorganization proceeding in our country clear. The second is that, under the premise of the execution conditions identified, it designed the specific rules and program rules. Specifically, as our country has taken a double-control mode in the problem of corporate control right in bankruptcy reorganization proceeding and the debtor has less power, the application right of business transfer outside reorganization plan should belong to the administrators and debtors. The problem related to business transfer outside reorganization plan should be decided by the people’s court, in order to prevent that, the creditors hurt the interests of the debtors. And in order to protect the interests of creditors completely, the creditors’ committee and part of creditors has the right to raise objections, when the business transfer hurt the interests of creditors.