Institutional Structure Of The Interface Between Out-of-court Reorganization And In-court Restructuring

The restructuring system was originally designed with the hope of rehabilitating troubled companies with minimal costs.The initial reorganization system,in-court reorganization,allowed many troubled companies to resolve their debt crises,but its strict application requirements and high costs were constantly criticized by troubled companies.As troubled companies continue to explore ways to overcome the shortcomings of in-court restructuring,an alternative restructuring system has emerged,namely,out-of-court restructuring,which greatly improves the efficiency of restructuring and fully respects the private will of the subject of restructuring.However,it is realized that although out-of-court reorganization and in-court reorganization contribute indelibly to the exit of troubled enterprises in judicial practice,they have their own advantages and insurmountable limitations in the development and application of out-of-court reorganization and in-court reorganization,and if they can cooperate with each other and create a win-win situation by avoiding their shortcomings,they will certainly improve the bankruptcy reorganization system and provide a more comprehensive solution for troubled enterprises.If the two procedures can work together and create a win-win situation,it will improve the bankruptcy reorganization system and provide more comprehensive protection for troubled enterprises.Therefore,the interface between out-of-court reorganization and in-court restructuring has become the goal of judicial practice in various countries,and the quiet formation of pre-restructuring,which has been recognized and established by various countries,is the result of successful exploration.Therefore,it is a hot topic for the theory and practice of bankruptcy restructuring to explore how to bridge the two different but advantageous out-of-court restructuring and in-court restructuring procedures to enhance the success rate of restructuring of troubled enterprises.This paper is divided into three parts: introduction,body and conclusion.The introduction introduces the background of this paper and reviews the existing literature on the institutional structure of out-of-court reorganization and in-court restructuring.It also introduces the research methodology,innovations and shortcomings of the paper.The main part of the paper consists of four chapters,totaling about 30,000 words.The first chapter analyzes in detail the relationship between two major ways to rescue troubled enterprises,namely,out-of-court reorganization and in-court restructuring,highlighting the basis and practical consensus of the interface between the two,and then emphasizing the need for the institutional structure of the interface between out-of-court reorganization and in-court restructuring.In the first chapter,the commonality between out-of-court reorganization and in-court reorganization is firstly explained,and the convergence between out-of-court reorganization and in-court reorganization in terms of value orientation,theoretical foundation,background and functional effects leads to the basis of the convergence between the two procedures.Finally,by combining the necessity of the interface between out-of-court reorganization and in-court restructuring,we complete the argument for the need to construct a system of interface between out-of-court reorganization and in-court restructuring.The second chapter focuses on the current situation of exploring the interface between out-of-court reorganization and in-court restructuring in China.Firstly,we summarize the current situation of pre-reorganization system in China by summarizing the judicial documents and practical cases,and conclude the exploration of pre-reorganization system in China;secondly,we analyze the path of natural connection between out-of-court reorganization and in-court reorganization in China by taking the case of Bo Gang’s enterprise reorganization as an example;finally,we summarize the shortcomings of the two types of exploration experience in China.Finally,we summarize the shortcomings of the two types of restructuring in China,and suggest the choice of the method of restructuring in China and the interconnection of the participating parties,procedural contents and procedural effects in the process of restructuring.The third chapter introduces the experience of out-of-court reorganization and in-court restructuring in China.The experiences of the United States,the United Kingdom,Japan,and Southeast Asia are analyzed and summarized.The U.S.is the birthplace of the pre-reorganization system,and the procedural rules of information disclosure and call for votes are the core rules of its pre-reorganization system.Although the bankruptcy code lacks clarity,the local courts have established their own guidelines to make pre-reorganization more operational;the U.K.model is based on out-of-court negotiations as its core;and the Japanese and Southeast Asian models provide references for the interface between out-of-court reorganization and in-court reorganization of large joint-stock companies in China.The Japanese model and the Southeast Asian model provide references for the interface between out-of-court restructuring and in-court restructuring in China.Chapter 4 proposes a system for the interface between out-of-court reorganization and in-court restructuring in China.Firstly,it is proposed to establish a pre-restructuring system from the legislative level of bankruptcy law;secondly,it discusses the interface of procedural subjects,focusing on the establishment of provisional administrators;secondly,it discusses the construction of an interface mechanism for procedural contents,mainly focusing on the interface of information disclosure;finally,it proposes the construction of an interface mechanism for procedural effects,mainly focusing on the voting and review and approval of reorganization plans.Lastly,we propose a mechanism for linking the effectiveness of the procedures,mainly in the areas of voting and review and approval of reorganization plans.