公司并购中债权人利益的保护
发布时间：2019-03-14 15:14
【摘要】： 公司并购能够迅速实现资本集中和企业规模的扩张,推动资源优化配置,提升企业竞争力,提高企业的经营效率。但是,公司并购的结果往往伴随经营权的变动,不仅涉及公司实体内容的变化,公司财产与公司债务发生归并转移,而且会影响公司债权人的利益。然而,目前我国立法中对公司并购中债权人的保护机制并不完善,存在诸多问题,实践当中侵害债权人利益的现象时有发生,而僵化的债权人保护机制与公司法不尽完善的规定,常使债权人处于维权困难的尴尬境地。因此,尽快健全公司并购中债权人利益保护的具体法律制度及相应的救济措施,建立能够体现效率优先、兼顾公平的债权人保护机制,是我国亟待解决的问题。本文从公司并购与债权人利益保护相结合的视角,结合国外及我国台湾地区公司并购中债权人利益保护的有益经验,以期探寻一条完善我国公司并购中债权人利益保护的道路。
[Abstract]:The company's M & A can rapidly realize the expansion of the capital concentration and the scale of the enterprise, promote the resource optimization and configuration, improve the competitiveness of the enterprise, and improve the operation efficiency of the enterprise. However, the result of the merger and acquisition of the company is often accompanied by the change of the management right, not only the change of the content of the company's entity, the merger and transfer of the company's property and the company's debts, but also the interests of the creditors of the company. However, in the current legislation, the protection mechanism of the creditors in the merger and acquisition of the company is not perfect, there are many problems, the phenomenon of the infringement of the interests of the creditors occurs in practice, and the rigid creditor protection mechanism and the company law are not perfect. It is often embarrassing for creditors to be in a difficult position to protect their rights. Therefore, as soon as possible, the specific legal system and corresponding relief measures of the protection of the creditor's interests in the company's M & A can be improved as soon as possible, and the establishment of the creditor protection mechanism which can reflect the efficiency and balance the fairness is a problem to be solved urgently. This paper, from the perspective of the combination of the company's M & A and the protection of the creditor's interests, combines the beneficial experience of the protection of the creditor's interests in the merger and acquisition of the company from abroad and Taiwan, in order to find a way to perfect the protection of the creditor's interests in the merger and acquisition of our company.
【学位授予单位】：吉林大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91
本文编号：2440098
[Abstract]:The company's M & A can rapidly realize the expansion of the capital concentration and the scale of the enterprise, promote the resource optimization and configuration, improve the competitiveness of the enterprise, and improve the operation efficiency of the enterprise. However, the result of the merger and acquisition of the company is often accompanied by the change of the management right, not only the change of the content of the company's entity, the merger and transfer of the company's property and the company's debts, but also the interests of the creditors of the company. However, in the current legislation, the protection mechanism of the creditors in the merger and acquisition of the company is not perfect, there are many problems, the phenomenon of the infringement of the interests of the creditors occurs in practice, and the rigid creditor protection mechanism and the company law are not perfect. It is often embarrassing for creditors to be in a difficult position to protect their rights. Therefore, as soon as possible, the specific legal system and corresponding relief measures of the protection of the creditor's interests in the company's M & A can be improved as soon as possible, and the establishment of the creditor protection mechanism which can reflect the efficiency and balance the fairness is a problem to be solved urgently. This paper, from the perspective of the combination of the company's M & A and the protection of the creditor's interests, combines the beneficial experience of the protection of the creditor's interests in the merger and acquisition of the company from abroad and Taiwan, in order to find a way to perfect the protection of the creditor's interests in the merger and acquisition of our company.
【学位授予单位】：吉林大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91
【引证文献】
相关硕士学位论文 前2条
1 张帆;论公司并购中利益相关者的法律保护策略[D];西南政法大学;2011年
2 陆国淼;公司合并中的债权人利益保护研究[D];华东政法大学;2013年
，本文编号：2440098
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