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PostWysłany: Sob 17:39, 14 Maj 2011    Temat postu: Ralph Lauren,On the mergers and related legal issu

On the mergers and related legal issues

This Abstract
Mergers of modern enterprises in China was first started in Baoding, Hebei in 1984, to 1988, more than 20 provinces, municipalities and autonomous regions have appeared in cases of corporate mergers. Since the nineties, corporate mergers have been developed and the formation of climate, crowded in a time when corporate mergers, the formulation of relevant laws and regulations need to keep up with development of the situation, so that some enterprises in the merger in a To this end, I now legal characteristics of the concept of corporate mergers, the principles of corporate mergers, corporate mergers and the legal system related to the law on corporate mergers and corporate mergers and some of the problems the proposed law the proposed shallow, can be considered the author study and used.
Keywords: mergers legal issues
As China's economic system reform and the formation of the socialist market economy, corporate reorganization of assets, property rights free trade, free capital flows have become the objective requirements of market economy development,[link widoczny dla zalogowanych], corporate mergers have become the main elements of reform . And this survival of the fittest in the merger, the industrial structure, product structure and organization restructuring of the entire economic structure optimization and upgrading, optimizing the allocation of resources, economic efficiency, are very favorable. However, the market economy is important to rely on the law to regulate, by law to protect. Mergers inevitably related to national interests, public interests, especially economic actors - the interests of investors, protection of these interests, the merger will create a complete set of legal system, including legislative and judicial. Merger law is not a specific single law, but unite in one, including relevant laws, such as the February 29, 1989 State Commission, the State Planning Commission, Ministry of Finance, State-owned Assets Administration Bureau jointly issued Merger of the Interim Measures, Nevertheless, corporate mergers and related legal issues are still outstanding. To this end, the author is now on corporate mergers and talk a bit about legal issues related to shallow opinion, to question to my colleagues. First, the concept of corporate mergers and the legal characteristics of corporate mergers, more consensus is the way via the transfer of ownership of the company, one or more of the company's total assets and responsibilities into other companies. Thus, one or some of the old companies disappear, to accept responsibility for its assets and mergers of companies that parties continue to operate its own name. Ye Hao mergers, corporate mergers and Ye Hao, from a legal sense, is the property of a reorganization of assets after the transfer of trading, this is the Under the way of a merger between companies, not belong to this limitation. Second, the merged companies disappear or change in legal personality legal entity. Third, the state-owned enterprise mergers, property rights change the nature of state-owned enterprises mergers between state-owned enterprises is carried out. Non-state-owned enterprises mergers of state-owned enterprises, state-owned enterprises to change the nature of property rights. Fourth, the merger of state-owned enterprises, state-owned enterprise assets are not lost. Merger of state-owned enterprises, based on the flow and restructuring of state assets as the basis of, the property of the merged enterprise was placed under the merger through the capital verification of all enterprises, this property is still state-owned assets, but management of state assets, a change in the department . If the flow of other assets and restructuring by way of loss of business assets will inevitably occur. Such as the implementation of joint-stock cooperative system, the company divided into shares of state-owned assets, the shares sold to employees of enterprises or other organizations, enterprises, state-owned assets is likely to be underestimated. If set, after the enactment of law, then, inevitably result in loss of state assets. Therefore,[link widoczny dla zalogowanych], a sound legal system is necessary corporate mergers. Second, the principles of corporate mergers and the related legal system (a) the principles of corporate mergers. 1992 年 7 月 23 the State Council issued the makes provision for the principle: First, the economic development strategy and industrial policy as a guide to the rational flow of the asset. Second, should follow the voluntary, mutual benefit and compensation principles. The implementation of the process of survival of the fittest in the competition, do not use an executive order blocking enforcement. Third, pragmatic, optimize the industrial, product and organizational structure as the standard, and improving overall strength and business development. Fourth, except as otherwise provided in the State, from region, ownership,[link widoczny dla zalogowanych], industry and affiliation restrictions. Fifth, not only promote the economies of scale, but also prevent the formation of monopolies, is conducive to business competition. Sixth, properly handle the placement of workers, maintain social stability. (B) of the Merger to be followed by legal documents. 1,1992 on July 23, National Development, 2,1989 Economic Restructuring Commission and other departments of operability. 3,1994 since implementation of the 4, the Ministry of Finance on the advantages of state-owned enterprises mergers' difficulties of state-owned industrial enterprises and the interest on bank loans and handle the notification, as well as the People's Bank of China to encourage and support other units on the 18 pilot cities advantages, the difficulties of state-owned enterprises mergers and state-owned industrial post-production enterprises and interest on loans to deal with the problem of notice to the relevant preferential policies made by the merged enterprise principle provisions. Enjoy the exemption of interest, principal year by year. Competitive enterprises (including state-owned holding company) for 3 consecutive years of losses merger of enterprises, the Bank approved,[link widoczny dla zalogowanych], may be waived due to the merged enterprise of the original loan interest and so on. 5, the State Economic and Trade Commission on the pilot state-owned enterprises mergers and bankruptcy notice some problems in enterprises, the State Council on the For proper understanding of the magnitude of value of state-owned assets to prevent loss of state assets, provide a legal basis and protection. Third, the law on mergers China's current annexation issue is not completely unable to follow, but part of law. However, in accordance with the law, the result of fragmented laws and regulations, not the system, coupled with some of its provisions are also some problems, so that according to provisions in the implementation, some difficult reunification. Defects on these legal provisions, there are: 1, the provisions are not consistent, even conflicting the merger issue, the countries do not have a uniform requirement,[link widoczny dla zalogowanych], but to make out the door, plus on different types of enterprises, enterprises of different ownership, different forms of business and different rules were made, resulting in the provision itself, conflicting, care of this and he lost. , For example, whether the collective enterprise mergers or how to go through approved this point, the relevant provisions to be quite different. February 19, 1989 State Commission, State Planning Commission, Ministry of Finance, State-owned Assets Administration Bureau jointly issued the , reported the government authorities for the record. June 3, 1990 announced the through the modification or cancellation of registration, and notify the bank. change matters, must conform to the relevant provisions of the application by the enterprise, reported by the original examination and approval department for approval, according to the original registration organ for modifying the registration. class, but the scope is still collectively owned enterprises. The Provision itself is the making of a code of conduct, a standard. The norms and standards of a given act should be uniform and consistent. Otherwise, they will simply not operate or be in operation chaos. For example: Wuwei carton plant to its competent authorities for approval of mergers and again, the competent authorities strongly disagree. Carton factory to factory workers held in the General Assembly adopted the merger resolution, and later reported to the competent authorities, and Liang Zhou Wong Toi wineries were merged. This practice, if the provisions of the Interim Measures for mergers, is effective, can be established, as has been the adoption of the General Assembly, representatives of the employees reported to the competent authorities for the record. If the Provisional Regulations for the provisions of urban collective enterprises, it is invalid, can not be established because there is no original examination and approval departments for approval. Results in subsequent proceedings, each party holds a speech, each based on very confusing. Confusion itself first by the provisions of the contradictions from. 2, shall not complete, there are vacuum provisions in the merger, from time to time there will be such a provision, namely the , State-owned Assets Administration Bureau and the State Commission jointly issued the kinds of Also, the Article 148 states: April 22, 1993 the until when? Cause can not be sure. Set in the framework of the law are primary and secondary points. Include the basic main frame, the main content. Subsidiary will be refined in all aspects, as necessary, especially in the period to explore some things are still not allowed to grasp, it will have been made of the main frame of the fixed norms, the norms should not be fixed from time to time be adjusted in order to be included in supporting improved so that the main framework of the steady, supporting flexible adjustment policies can be improved continuously, which was originally a more objective, scientific, practical approach, of course, also feasible. However, both for the support, coupled with necessary and timely. The main frame has been out a few years, still not complete, it will be pieces, incomplete, for it will know what to do. 3, the principle provisions are too rough, difficult to manipulate stock issuance and trading Provisional Regulations Article 46 provides: . Because the provisions of this section has been frequently before the use of The base is different, but why not the same in the Annex to Otherwise, the Article 47 of the Will produce understanding and application of chaos. We are here to In the case of indirectly held, it certainly will be more than 5%, and become illegal operations. If not an indirectly held, no more than 5%, but according to law. Understand the differences, the consequences are diametrically opposed. The award of the understanding is different from the provisions of the blur. People have the right to hold the legislators did not make it clear code of conduct, fear is a demanding, then there will inevitably be difficult to manipulate the issue.

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