| Summary: | 碩士 === 國立臺灣大學 === 國家發展研究所 === 101 === Abstract
Corporate Reorganization in Taiwan is in the areas of the Company Act. Reorganization system is summarized as the "Reconstruction type" procedures of the Bill of Debt Liquidation Act Draft. There are three approaches for financially troubled enterprises. First is negotiation with banks (workout); second is to apply to the court for reorganization; third is bankruptcy and liquidation. Company reorganization system is more important because of which can avoid bankruptcy and liquidation leading to economical unrest of the society.
Look at the reorganization procedure within court, it began to apply to the court for reorganization, and it takes long time because it has been through the adjudged by court, relevant authorities’ substantial opinions as to whether the reorganization shall be effected or not, inspector evaluation, especially in the negotiations between creditors. The most important core for the settlement program is the feasibility of the company''s financial position. Compare to the workout, reorganization in the court will cost a lot. It is indeed an important topic to design and reform the perfect corporation reorganization so that can achieve the balance and righteousness of both creditor and debtor rights.
The case study is Yamay International Development Co., Ltd (Yamay Resort) in the central of Taiwan, and it is claimed by Taiwan Sugar Corporation as shareholders on November 10, 2005. It totally took 38 months to complete reorganization procedure and convened a meeting of shareholders for election of directors and supervisors who on board on January 6, 2009. I had been participating in this case and found some defects of the law through the reorganization procedure. It is the main motivation for this study.
One of the research methods of the study is comparative jurisprudence. The study introduces the reorganization within the court of Britain, the United States, Japan and the "London Approach"(workout) of Britain. In the beginning is to organize and depth analysis the data of the case study. In the medium-term is to use the semi-structured questionnaire and develop depth expert interview. In the last-term is to organize experts’ interview data into the same or different views just like the debate in the court. In this study, not only select four experts(judge, lawyer, reorganizer, reorganization supervisors,) who participated Yamay Resort’s reorganization procedure at the same time and use semi-structured questionnaire to develop depth expert interview, but also organize the interview data to obtain the same or different views in order to find the related problem of the reorganization procedure within court.
Through the case study of Yamay Resort and expert interviews data, this study has been obtaining the relevant precious revelation, and hoping to be able to provide the reference for revise or policy in the future reorganization system. Besides, the study also found a number of defects of Company Act, Bill of Debt Liquidation Act Draft, The Financial Institutions Merger Act, and the study also provides the direction of the proposed amendment. Looking forward to the legal profession of Taiwan could change a conservative attitude and encourage opening the gate of reorganization, as a result to solve the financial and social problems caused by the financial difficulties of enterprises.
|
|---|
