| The legislative purpose of the bankruptcy reorganization plan compulsory approval system is to save the enterprises with rebuilding value by intervening in the state autonomy through the state public power.Article 87 of the Enterprise Bankruptcy Law stipulates the mandatory approval system for bankruptcy reorganization plan,but it lacks clear rules construction and legal clarification,and has limited guiding effect on practice.In practice,the compulsory approval system for bankruptcy reorganization plan has also caused a lot of controversy.Due to the design loopholes,the compulsory approval system of China’s bankruptcy reorganization plan has infringed the creditor’s rights and interests in the name of “social public interest”,and the lack of feasibility judgment standards of the business plan has caused the relevant stakeholders to suffer unfair treatment in the reorganization.This paper is devoted to reviewing the inadequacy of the mandatory approval system for bankruptcy and reorganization plans in China.Rethinking and discussing the current compulsory approval system.Make recommendations to improve the mandatory approval system for bankruptcy reorganization plan.The first chapter of this paper mainly discusses the value judgment in the compulsory approval system of bankruptcy reorganization plan.From the two parts of the compulsory approval system with fair value and efficiency value,the bankruptcy reorganization compulsory approval system has a justification basis.As anindependent referee,the court is conducive to solving the negotiation deadlock problem that arises in the voting.However,the mandatory approval system for bankruptcy reorganization plan also has certain negatives.Insufficient space for party autonomy and the extension of the concept of "social public interest" are extremely likely to damage the interests of creditors.This paper seeks to balance the interests in the compulsory approval system of bankruptcy reorganization plan from the balance of interests between investors and creditors,the balance between creditor interests and social public interests,and the concept extension of “social public interest”.The second chapter of this paper focuses on the practical dilemma of the compulsory approval system for bankruptcy reorganization plan.Explain separately the problems arising from the legislative and judicial level of the compulsory approval system of the bankruptcy reorganization plan.The mandatory conditions for the mandatory approval of the bankruptcy reorganization plan in the legislation are not perfect.In terms of protecting creditors,the liquidation value standard is too low to compensate the creditor’s deferred compensation.The bankruptcy reorganization plan often ignores the legitimate interests of investors and does not form positive incentives and positive identification for investors who have the ability and funds to promote successful reorganization.The “adjustment of the rights and interests of investors” did not form a specific and fair standard of fairness and justice.The lack of protection measures for investors,especially for small and medium-sized investors in listed companies in bankruptcy reorganization cases,is insufficient.In the current legislation,the hearing procedure is lost in the compulsory approval system,and the lack of expert argumentation and compulsory approval of the expression of stakeholder claims can easily lead to social disputes.The second voting procedure in the compulsory approval system for bankruptcy reorganization in China is only an alternative existence,and it is not a necessary procedure,which is not conducive to the autonomy of credit between creditors.The lack of dissent and relief mechanism in the compulsory approval system of the bankruptcy reorganization plan can not provide timely rights relief for the injured stakeholders,and conflict conflicts have nowhere to resolve.Insufficient information disclosure in the compulsory approvalsystem leads to asymmetric information of the voting rights,and is not conducive to the creditor’s correct judgment and analysis of the reorganization plan.In addition,the court deviated from the role of the neutral referee in the judicial practice of the compulsory approval system,and at the same time,the court in the practice of the bankruptcy reorganization plan in the judgment and review of the business plan is arbitrary.The third chapter of this paper provides legislative advice for the mandatory approval of the bankruptcy reorganization plan at the legislative level.By introducing the "minimum acceptance" protection principle,substantially improving the creditor’s liquidation ratio,and improving the protection measures for investors,the interests of all stakeholders involved in the compulsory approval system are fully protected on the physical path.Emphasize the role of creditors in the autonomy of the authorities to achieve full and effective negotiation.In terms of procedures,through the establishment of the bankruptcy reorganization plan,the mandatory approval of the hearing procedure,the strengthening of the second voting procedure,the establishment of the dissident relief mechanism of the interested parties,and the construction of the information disclosure system of the bankruptcy law,the creditor’s autonomy and information communication are strengthened.Improve the scientific and rationality of the compulsory approval of the bankruptcy reorganization plan and promote the fairness and justice of the compulsory approval system.The fourth chapter of this paper proposes from the judicial level that the court should adhere to the principle of cautious application of compulsory approval,and intervene in the conflict of interests of the parties in the compulsory approval system of the bankruptcy reorganization plan as the referee neutral.Solve the problem of excessive judge discretion by clarifying the review criteria of the bankruptcy reorganization plan.Through the two aspects of legality judgment and rationality judgment to ensure the feasibility of the business plan,in order to effectively improve the quality of the reorganization plan,prevent false reorganization and true debt evasion. |
