The Mechanism of Corporate Reconstructing

• Main Authors: WEN, CHUN-SHEN, 文春生
• Other Authors: YEH, YIN-HUA
• Format: Others
• Language: zh-TW
• Published: 2003
• Online Access: http://ndltd.ncl.edu.tw/handle/48534005059585963206

碩士 === 輔仁大學 === 金融研究所 === 91 === ABSTRACT Due to the rapidly economic environment, there are lots of companies fallen into financial distress then applying company restructuring. In the companies that apply company restructuring, some are truly seeking helps to rebuild their businesses, but some are declaring restructuring only to avoid legal actions taken by creditors. The purpose of company restructuring is to help those companies that need to revitalize their business instead of a tool for companies to compete against creditors or investors. The regulations of corporate restructuring system in our countries put emphasis on public relations and market stability to ensure our national security. Corporate Law revised on November 12th, 2002 has improved some problems of corporate restructuring. This study analyzes the company structure regulation in our country by the aspects of economic view, the law of comparison and case study to illustrate the undiscovered imperfections of our present system of corporate restructuring, and then to provide some revising suggestions. From an economics point of view, there are three critical issues that need to be examined: asymmetrical information & adverse selection, minimizing transaction costs, and enhancing corporate restructuring efficiency. Research analysis has shown that if the reorganization manager and the corporate restructuring proposals are carefully reviewed and selected, then asymmetrical information & adverse selection can be avoided. Furthermore, having subsidization policies, deposit of reorganization manager and simplification of the procedures to request damage expenses can reduce corporate restructuring cost? Establishing a standard to allow corporate restructuring careful, yet expedited screening of all corporate restructuring phases will maximize the efficiency. As to the law of comparison, the result from the study on system of corporate restructuring in the United States and Japan shows that it is a better idea to utilize the following methods: professional judge、prepackaged reorganization、automatic stay、protection of prior creditor、creditor agreement of restructuring proposal、approval of restructuring proposal、revision of the approved restructuring proposal、subsidy institution、new capital protection、justice of creditor decision . With all these implementations to our current system of corporate restructuring, the law will be well executed. After carefully examining the 8 cases listed in the following essay, I have sorted out some issues which should be underlined and put into consideration to improve our current system of corporate restructuring. First of all, setting up criterion of corporate regeneration; secondly, the honesty limitation of the original manager and the property injunction of the original manager；thirdly, the placement of the temporary trustee and workout prior to filing bankruptcy. Last but not least, the concern of maximization the society wealth ,the protection of the new capital, the settlement prior declaring bankruptcy, revision of the approved restructuring proposal etc. Finally, based on the principles of economy, law of comparison, and analysis of the case studies, I have concluded the points suggested in this report in order to achieve an efficient and effective corporate restructuring.