论我国破产重整公司治理结构之优化

Optimization of the Corporate Governance Structure of Bankruptcy Reorganization in China

破产重整制度以避免破产清算为目的,重整中的公司将继续经营,因此,科学设计其公司治理结构对实现破产重整的目标具有重大意义。破产重整公司作为一种特殊状态公司,其公司治理的目标方向、参与治理的主体范围、治理中形成法律关系的性质,均与正常经营的公司有所不同。为更好地实现"决策、管理、监督"的公司治理机能,需要进一步优化我国破产重整公司的治理结构。其中,重整公司的决策机关应为股东与债权人组成的关系人会议,重整公司的经营管理机关可以为破产管理人或者依法留任的债务人高管,重整公司的监督机关应由法院指派,其各自的构成、职责均应在破产立法中予以完善。

The bankruptcy reorganization system aims to avoid and prevent the bankruptcy liquidation,and even if the company is in bankruptcy and reorganization people could still continue to run it,so the proper design of corporate governance structure plays a pretty significant role in achieving the goals of the bankruptcy reorganization system.For that the bankruptcy reorganization corporate is in a special condition,its governance goals and directions,limitations of the subject involved in management and characteristics of legal relations formed in governance are completely different from that in normal condition.Therefore,it is necessary to optimize the governance structure of bankruptcy reorganization corporate to establish the governance structure of"decision-management-supervision".Moreover,the authority department of the reorganization corporation should be a kind of related meetings that are made up of shareholders and creditors;the operating and management department of the reorganization corporation could be held by the bankruptcy administrators or the debtors’former senior executives who keep remaining in office legally;and the supervisory department of the reorganization corporation should be the external organization appointed by the court,but not the former board of supervisors,in which the organization and obligation should be optimized in Bankruptcy Law.