关联企业实质合并破产法律问题研究

On Legal Problems of Affiliated Enterprises'Substantial Merger Bankruptcy

关联企业因成员企业间存在纷繁复杂的经济关系,若破产制度仅适用单一企业的破产程序,将可能存在清产核资难度大、债权债务的识别与清理困难、债权人公平受偿利益受损等问题。虽然我国企业破产法在关联企业实质合并问题上尚无法律层面的具体规定,但在实践中对实质合并的客观需要已是不争的事实。实质合并破产程序较单一企业的破产程序繁杂,也是我国企业破产实务中的难点。论文阐述了关联企业实质合并破产制度蕴含的经济法价值,分析了其实践现状,提出了制度的构建和完善建议。

The substantial merger bankruptcy of affiliated enterprises is more complicated than the bankruptcy procedure of a single enterprise,which is also difficult in China's bankruptcy practice due to the complicated relationship of affiliated enterprises,the liquidation and verification of assets of affiliated enterprises,the recognition and liquidation of creditor's rights and debts,and the reorganization of affiliated enterprises.The value of economic law contained in the system of the substantial merger bankruptcy of affiliated enterprises is its theoretical logical starting point.The attempt and exploration of the system of affiliated enterprises'substantial mergers and bankruptcy is the practical basis of its value embodiment.Based on the economic law value contained in the substantive merger and bankruptcy system of affiliated enterprises,this paper expounds on the current situation of practice and puts forward some suggestions for the construction and improvement of the system.