公司重整中出资人权益的保护——以出资人委员会为视角

Protection of Investors' Rights and Interests in Company Reorganization:From the Perspective of Investors' Committee

公司重整中,出资人在与债权人、重整投资人博弈时,存在出资人权益被不公平调整的情形,出资人彼此间或有罅隙,难以调和。公司、债权人、管理层、管理人在维护出资人权益时难有作为,公益组织、政府力有未逮,出资人欠缺天然的权益代理人。不同于股东会或出资人组,出资人委员会职权由法律赋予,其运行贯穿重整全程,稳定获得运作资金,对所有出资人承担信义义务,是出资人有效实现自身权益的坦途。为维护破产财团价值,平衡各方利益,自治的出资人委员会在"有确保出资人获得充分代表有确实的必要时"始得设立,当不再符合破产财团最佳利益时即应被法院或管理人遣散。出资人委员会享有沟通协调权、参与谈判权、调查监督权、任免工作人员权,其成员应满足一定资质,对全体出资人承担信义义务。

In company reorganization, when the investors game with creditors or reorganization investors, there are situations that investors＇ interests are unfairly impaired and investors have ilweconcilable con- flicts among themselves. It is difficult for the company, creditors, management and administrators to protect investors＇ rights and interests. Non-profit organizations and the government are willing to but incapable of rendering such protection, so there is short of a natural right and interest agent of the investors. Unlike the board of shareholders or the investors＇ group, the investors＇ committee enjoys functions and powers en- dowed by the law, tuns throughout the whole reorganization process, stably obtains the operation fund and has fiduciary duty to all investors, so it is an easy path for the investors to realizing their own rights and interests. In order to main the value of the bankruptcy estate and balance parties＇ interests, the autonomous investors＇ committee can only be established when it is really necessary to ensure that the investors obtain full representation and dissolved by the court or the administrator when it is no longer for the best interest of the bankruptcy estate. The investors＇ committee has the power of communication and coordination, partici- pation in negotiations, surevey and supervision, appointment and dismissal of staffs. Its members are requited to meet certain qualifications and have fiduciary duty to all investors.