Study On Substantive Merger Trial Procedures In Bankruptcy Of Affiliated Enterprises

When a people’s court hears an affiliated company bankruptcy case,it can apply the substantive merger rules to affiliated companies that use affiliated relationships to conduct improper management operations to safeguard the legitimate interests of creditors and improve the efficiency of bankruptcy proceedings.Substantive merger rules are foreign products transplanted from the United States in judicial practice.Due to the lack of legislative foundation,and China’s legal system has never been subject to Equity,As a result,there is no reference in judicial trials,and the substantive merger trial procedures lack stability and legitimacy.Substantive merger proceedings have the general characteristics of civil proceedings and are inseparable from bankruptcy proceedings.Unlike ordinary bankruptcy proceedings,which are strongly characterized by non-litigation proceedings,the litigation effects of the substantive merger proceedings affect the parties’ rights in the sense of substantive law.Therefore,the substantive merger trial procedure should not be separated from the bankruptcy procedure,and the other case should be treated as a general civil procedure,which in essence should be a special bankruptcy procedure.With the increase in the number of cases in which substantive merger rules have been applied in the bankruptcy of affiliated companies,the Supreme People’s Court issued a meeting minutes in 2018 to guide the substantive merger proceedings,but most of the rules of the minutes tended to be guided in principle.In view of this,based on the existing procedural rules,through normative analysis,value analysis,law and economic analysis,social investigation and comparative analysis of extraterritorial legislative experience,in view of the problems and special purposes of the substantive merger trial process,it has established a substantive merger trial.Procedures,put forward legislative suggestions for specific rules,aiming to better play the function of the substantive merger trial procedure,promote the improvement of judicial efficiency,guarantee social justice,and do our best.This article studies the substantive merger trial procedure in the bankruptcy of affiliated enterprises through three parts: introduction,text and conclusion.The main body is composed of five chapters,the main content is as follows:Chapter One is "the theory and legal background of the substantive combined trial procedure",which is the logical starting point of the research on the substantive combined trial procedure.By sorting out the theories of related enterprises,substantive merger rules and substantive merger trial procedures and the legal background of relevant legislative experience outside the territory,it lays a foundation for the study of substantive merger trial procedures in the bankruptcy of related enterprises;Chapter Two is "problems presented in the substantive merger trial procedure in practice",studies the important links of the substantive merger trial procedure in the bankruptcy of related enterprises.By analyzing the current situation of substantive merger bankruptcy cases in China’s judicial practice,as well as the development status of the substantive merger trial procedure model,and focusing on the actual situation of the substantive merger trial procedure through XX Group Co.,Ltd.and 53 affiliated companies reorganization To summarize the experience in practice.This chapter is the basis for discovering the problems in practice;Chapter Three is "problems existing in substantive combined trial procedure",summarizes the problems to be solved in the study of substantive combined trial procedure based on the above theoretical analysis and practical investigation.Specific these include: the problem of conflicts between litigation justice and litigation effectiveness;the limitations of the current legal system,leading to the existence of important procedural rules such as the start-up procedure,procedural jurisdiction rules,court trial mode,and the form of judgement documents;Problems with other related procedures such as mechanisms and coordinated hearings.Chapter Four is "legislative thinking on the construction of substantive merger trial procedure in China".Demonstrated the legal value objective of the substantive merger trial procedure,combined with social development and economic laws,and found that the construction of the substantive merger trial procedure is feasible.Perfecting this procedure is not only a necessary measure to overcome the above problems,but also a practical need for the construction of the rule of law in China This procedure has its unique legal value;Chapter Five is "Suggestions on the construction of substantive merger trial procedure".Based on the argument of the whole paper,this chapter proposes a feasible way to construct substantive merger trial procedure by referring to overseas legislative experience,combining with local legal resources,reasonably implementing legal transplantation.Specifically,it includes: constructing the basic principles of substantive merger proceedings to overcome the justice and benefit conflicts faced by legislation;constructing important procedural rules to overcome the problems caused by the limitations of the current legal system;improving relevant procedural rules to overcome The problem of "linkage" and the blurring of the boundaries between the merger of procedures and the substantive merger.From these three aspects,theauthor puts forward the strategies and Suggestions to solve the problems,so as to be helpful in ensuring judicial justice and improving economic development efficiency.