利用外资改组国有企业的几个法律问题

On Reorganization of the State-Owned Enterprise with Foreign Capitals

《利用外资改组国有企业暂行规定》规定了产权转让、股权转让、债转股、资产转让和增资扩股五种改组方式。其规定的"债依人留、债随人走"的债务承继原则和职工代表大会介入改组程序、职工安置先行等措施,体现了保护债权人、企业职工、外国投资者的合法权益以及公平和效率相结合的精神,但在债权人利益和职工权益维护上仍有注意不够的地方。该规定的施行,使修改外商投资企业法的紧迫性更显突出。

Five ways of reorganization, which are transferring of ownership, shares, assets, debts being converted into shares, and increasing capitals by issuing of new shares, are provided in the Interim Regulation on Reorganization of the State-Owned Enterprise with foreign capitals. The debts succession principle that the debts should go with its owner, and measures that the Workers Congress intervention in the reorganization procedure are the workers' settlement priority, reflect the spirit of protecting the legitimate rights of combination of justice and efficiency. But the reorganization doesn't give enough protection to the creditors' and the workers' rights. Implementation of this reorganization makes it an urgent task to revise the Law of Foreign Capital Enterprise.