A Study On The Adjustment Of Investors’ Rights And Interests In The Bankruptcy And Reorganization Procedure Of Listed Companies Of China

Adjustments to the rights and interests of investors of listed companies are commonly found in the practice of bankruptcy reorganization procedure in major countries around the world.Its positive significance lies in adjusting the equity structure of the debtor enterprise,redistributing the rights and interests of investors,attracting outer investors to inject debt repayment resources and other high-quality assets,to help the enterprise to pay off debts and lay the foundation for restoring business capabilities.Although there are relevant provisions on the adjustment of the rights and interests of investors in the Enterprise Bankruptcy Law currently in force in China,the specific content does not meet the needs of practitioners seeking guidance on relevant issues in the current bankruptcy reorganization practice of listed companies.By sorting out the current practice of reorganization cases of listed companies in China,sorting out the whole process of the formation of the investor’s equity adjustment plan,and affirming the value of the system,it is also necessary to analyze the shortcomings and problems of the investor’s equity adjustment system and seek a path for improvement.In the process of adjusting the rights and interests of investors,the investor group,as an internal organization in which the investors uniformly express their opinions during the reorganization procedure,has just a single voting method that does not fully reflect the opinions of the investor group for public companies with such complex equity structures and large numbers of shareholders.Especially for the majority of small and medium shareholders,they are in a passive acceptance position in the formation of the investor’s equity adjustment plan.It is difficult for the representatives of investors to form a consensus within the investors,jointly speak out,and form a joint force to increase the game capabilities of the investor group.The imperfection of the voting rights exercise mechanism of the investor group has caused some investors who are dissatisfied with the adjustment plan of the rights and interests of investors in practice to vote against the draft of the reorganization plan.In view of the complexity and time sensitivity of reorganization cases of listed companies,judicial authorities often rule through the compulsory approval system to approve the draft reorganization plan.Although Enterprise Bankruptcy Law also stipulates that in the compulsory approval system,the people’s court can only compel the approval of the draft reorganization plan if it determines that the adjustment plan of the investor’s rights and interests meets the criteria of "fairness" and "justice",but in practice,there is no statutory specific standard.Listed companies involve more business areas,and the current number of reorganization cases of listed companies in China is not enough to support the construction of a big data analysis system,so it should be a realistic and feasible path to establish a unified calculation method that can be accepted by all parties from the calculation process and can be accepted by all parties.In addition,current legal system does not provide a clear judicial remedy for investors who disagree with the reorganization plan,and making it difficult for dissenting investors to express their objections and seek relief through judicial channels.While there are some views that the establishment of judicial remedies,such as appeals,will affect the implementation of the reorganization plan and delay the progress of the reorganization,it will also deprive the investors of the adjustment plan that does harm its rights and interests.In turn,it may lead investors to seek remedies through the self-reliance relief model,resulting in adverse social impacts.In view of the above problems,combined with practical experience,certain improvements can be made.First of all,improve the mechanism of investor grouping,according to the nature of the investor’s shareholding,the investor is divided into common shareholder group and preferred shareholder group,and then the common shareholder group is further divided into controlling shareholders and major shareholder groups and small and medium-sized shareholder groups according to the number of shares held.Second,improve the system of investor representatives,clarify the powers and powers of investor representatives,explore the construction of a funder committee system,and integrate all groups of investors to jointly speak out to the outside world and improve the ability to play games.Third,in combination with the relevant laws and regulations such as the Fiscal and Taxation Law,the Company Law,and the Securities Law,the calculation method of the adjustment ratio of the rights and interests of the unified investors is standardized,and the residual value of the equity of the investors is scientifically and reasonably estimated.Finally,judicial remedies are provided to dissenting financiers,allowing dissenting financiers to seek relief through appeal.At the same time,in order to take into account the efficiency of the reorganization work,it may also be stipulated that the implementation of the reorganization plan shall not be stopped during the period of seeking relief.