Research On The Legal Problems Of The Substantive Consolidation Doctrine Of Affiliated Enterprises' Bankrupt

Affiliated companies are a unique landscape formed after the modern corporate system has been fully developed.They are independent legally but affiliated tightly through association relationships.It is this special corporate structure that makes bankruptcy rules which adjusts the individual enterprise inevitably produce dissatisfaction when applied to the bankruptcy of affiliated companies.When the debtor losing his credibility,the debtor is likely to use the independent personality and the limited liability system vested by law to evade the debt for the bankrupt enterprise,which thereby violates the interests of the creditors.The purpose to ensure equitable repayment of creditors according to the Bankruptcy Law can not be realized then.In this regard,when entering the bankruptcy process,the affiliated companies have conflated personality and seriously violated the interests of the creditors.Substantial merger bankruptcy procedures should be introduced at this time,which can help to achieve the purpose of fair compensation as much as possible,and thus change the distorted interest pattern.Based on this background,this paper studies the basic theories of the rules of substantial merger,learns the lessons from current legal rules and judicial practices,regulates the scope of application,criteria,jurisdiction,as well as burden of proof of substantial merger bankruptcy procedures,and improves the relief procedures,constructs an institutional framework for the rules of substantial merger,and discusses the feasibility,necessity,and rationality of applying the system in current judicial practice.This article consists of five parts,from the perspective of the theory and practice of the substantial merger bankruptcy procedures,this paper summarizes and analyzes the applicable standards of the substantial merger system.The first part is an overview of the rules of substantial merger.This section elaborates on the basic concepts,historical development of the rules of substantial merger,and the applicable standards of the extraterritorial countries on the rules of substantial merger.Through this part,we grasp the background,history of development,legislative intent and the value of the rules of substantial merger.The second part is a search for the theoretical basis of the rules of substantial merger bankruptcy procedures of affiliated companies,and from the aspect of basic theory of the civil and commercial law analyzing the rationality and legitimacy of the rules of substantial merger.The third part explains the conflict between the rules of substantial merger.and the current legal system,and shows that the rules of substantial merger do not exist independently.Under the legal system,when it is applied,it will conflict with the existing law.This section cuts in from the perspective of conflict of laws and choice of laws,and analyzes the theoretical obstacles to the rules of substantial merger.In the fourth part,the construction and application of he rules of substantial merger bankruptcy procedures of affiliated companies are analyzed.This part analyzes the substantive and procedural elements,constructs the applicable framework of the rules of substantial merger from the perspective of the application of legal rules,and looks for the specific applicable standards of the rules of substantial merger.The fifth part introduces the procedural remedy for the substantial merger bankruptcy procedures.When the people's court rules that the affiliated companies has merged into bankruptcy procedures,if the ruling deviating from fair compensation has violated the interests of the interested parties,the rights and channels for the relief of the interested parties shall be given.