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Companies Contract Creditors Protection in Our Country-in Contract Creditors’ Participation in Corporate Governance

Author: GeJing
Tutor: XuMin
School: Hainan University
Course: Civil and Commercial Law
Keywords: contract creditors corporate governance stakeholders
CLC: D922.291.91
Type: Master's thesis
Year: 2011
Downloads: 24
Quote: 0
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Abstract


To protection of creditors of company is one of the main tasks of the modern company law. The current of ptotection of company of institutions are main including:capital system of company、disregard of corporate personality、disclosure system of company information and protection of traditional contract and so on in china. They which are protections of the contract creditors of company have features of passive、indirect、delayed and so on.; some of them are out of operability. They can’t give creditors directly intervent the risk source,to control the risk. In other words, creditors can not directly Intervent corporate governance. With the theory of corporate social responsibility, stakeholder theory deep development and enjoys popular support, people generally consider the company is composed of a complex system which is constituted by different elements provider, is one of many stakeholder interest in the connection point. Company creditors is one of the key stakeholders who provide dedicated assets, have the right to obtain the power to participate in corporate governance to control the risk by rational allocation of control rights.On the basis of the reference of Anglo-American market-oriented corporate governance model and German-Japanese bank-based corporate governance model, construction of contract creditor protection system of companies in china should follow the principle of equality and the principle of proportionality. Construction on the specific system, we should establish the contract creditors meeting system. There are two cases to convene the contract creditors meeting system:high rate of company assets and liabilities and companies with major issues which affects the interests of creditors. Body convened for the meeting includes the company directors and supervisors. If they do n’t fulfill the obligation to convene the meeting, creditor can convene by themselves. The rules of procedure of the contract creditors meeting system, we can divide amount of the claim into equal shares, then,to determine the voting rights of each creditor. But there are right of voting of classes of creditors should be limited:the secured creditor, claims of creditors has not been determined. significant issues with a particular interest in the resolution of creditors、claims which is owned by subsidiaries of the debtor or parent of the debtor. The contract creditors meeting have the following terms:to elect directors and supervisors of creditors and right of voting of pecific issues of companies. Directors and supervisors of creditors are responsible to the contract creditors meeting,and accept the supervision of the contract creditors meeting and its permanent establishment. the supervisors of creditors have all terms given by company law,and special powers of company capital. Director of creditors have the right of voting only for the following matters:major changes on business policy of company and business; major decision on major investment and major property purchase; company entered into major contracts which may be the assets, liabilities, equity and operating results have an important impact; company capital reduction, merger, division, dissolution and the decision to file for bankruptcy. Directors of the creditors exercise the voting rights, should be obtained by the contract creditors meeting. The contract creditors meeting have the right of voting to the following matters, in addition to the directors of creditors to exercise voting rights in circumstances:to determinate whether to proceedings against directors of company、request the court to revoke the right of corporate decision-making,and so on.

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CLC: > Political, legal > Legal > Chinese law > Economic Law > Corporate law, company law
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