The scope of your question is too large to answer. I am a junior majoring in economics. The following is a case about corporate bankruptcy and reorganization in economic law that my former teacher asked us to analyze. I hope it can help. to you!
The bankruptcy and reorganization case of Xuzhou Automobile Transportation Corporation of Jiangsu Province
This case is the legal bankruptcy of a large state-owned transportation enterprise. Its characteristics are (1) The amount of assets and liabilities is large, with book assets of 1.14 billion yuan, book liabilities of 2.39 billion yuan, and a total of 9,434 employees; (2) The bankrupt enterprise has 80 branches and subsidiaries, large and small. , holding companies, which ones are included in the scope of bankruptcy? Do the assets and liabilities of each company have different repayment ratios to creditors? ...and other difficult problems; (3) With the strong support of the municipal government and relevant functional departments, the diversion and resettlement work of nearly 10,000 employees of bankrupt enterprises was successfully completed.
1. Brief introduction of the company?
Jiangsu Province Xuzhou Automobile Transportation Corporation (hereinafter referred to as "Xuzhou Automobile Corporation") is a state-owned enterprise developed on the basis of the transportation association in the early days of liberation. A professional transportation company, mainly engaged in cargo transportation, business services and other businesses. It currently has 14 secondary units under its jurisdiction, including 10 professional transportation units, 3 commercial service units, and 1 staff hospital. The corporate domicile of the company is located at No. 173, Zhongshan North Road, Xuzhou City. The company covers an area of ??393 acres (the land use rights are allocated free of charge by the government) and has a construction area of ??64,471 square meters. As of May 25, 2001, the company had 9,434 employees, including 5,518 active employees, 2,924 retirees (29 retirees, 2,895 retirees), and 992 survivors of deceased employees and those who were streamlined and decentralized in the 1960s. ?
Xuqi Automobile Corporation has always been an enterprise directly under the Municipal Transportation Bureau. In 1984, based on the principle of "separation of government and enterprise", it was separated from the Municipal Transportation Bureau to form a freight company and was changed to the leadership of the Municipal Economic Commission. In 1985 In 2001, it was renamed as Jiangsu Province Xuzhou Freight Corporation. In 1988, all secondary subsidiaries were abolished, and primary accounting and unified management were implemented. After 1990, it was adjusted and combined to form the current organizational structure (including 34 wholly-owned branches, 24 wholly-owned subsidiaries with canceled business licenses, 15 wholly-owned subsidiaries and 1 branch, 5 Welfare units and 3 affiliated companies and 3 foreign investment holding companies), and was renamed Jiangsu Province Xuzhou Automobile Transportation Corporation in 1991. ?
Xuqi Automobile Corporation has made significant contributions to the economic construction and social development of Xuzhou City. However, in the fierce competition in the transportation market in the past 10 years, due to weak corporate reforms, inactive operating mechanisms, and backward management models, transportation operations have deteriorated. The number of operating vehicles has decreased from more than 700 to 97 vehicles year by year, and the number of laid-off personnel has increased sharply. In 1995 and 1996, because the production method of public ownership and unified command was still used, nearly 30 million yuan was invested in purchasing uncompetitive ordinary freight vehicles without carefully studying the development trends of the transportation market. The result was less than 5 The entire army was wiped out within a year, resulting in serious investment mistakes and making the production and operation of the enterprise more difficult. ?
The company has been losing money for many years and has been in a state of suspension or semi-suspended production for a long time. In order to help the company get out of the predicament, the municipal government has taken measures such as sending a working group to provide assistance, handing it over to the Municipal Transportation Bureau for trusteeship, and openly recruiting the general manager of the company. However, due to heavy debts, depleted funds, and loss of hematopoietic function, the company failed to revive. As of May 25, 2001, the company's total book assets were 113.6957 million yuan, total liabilities were 239.0416 million yuan, and the asset-liability ratio was 210.25%. High debts have brought long-term economic disputes and debt litigation to companies, and companies have fallen into a situation where they cannot carry out work. The living standards of employees are not guaranteed, and the medical expenses of retirees and current employees cannot be reimbursed for a long time. In order to avoid causing greater losses to the country and creditors, and for the future of employees, the company leaders have repeatedly and carefully studied and consulted the relevant superior departments and consulting professionals. personnel, decided to take the path of bankruptcy and reorganization. ?
2. Bankruptcy preparation?
On January 5, 2001, Xuzhou Automobile Corporation decided to consolidate 34 wholly-owned branches and 24 wholly-owned subsidiaries whose business licenses had been cancelled. The company was included in the scope of bankruptcy.
In addition, 15 wholly-owned subsidiaries (including 1 subordinate branch), 5 welfare units (including 3 subordinate branches), and 3 foreign investment holding companies that are well managed and have not incurred losses are not considered for bankruptcy and will continue to be considered. Normal operations. After making the bankruptcy decision, Xuzhou Automobile Corporation formulated a detailed bankruptcy and reorganization plan and submitted it to the Xuzhou Municipal Government for study. ?
In March 2001, Xuqi’s 24 wholly-owned subsidiaries with independent legal person status submitted reports to the head office due to consecutive years of losses and the inability to continue operating, requesting liquidation, auditing, closure, and dissolution. . The head office has studied and decided to liquidate the subsidiaries that require closure and dissolution in accordance with the "Law of the People's Republic of China on Industrial Enterprises Owned by the Whole People", the "General Principles of the People's Republic of China and the Civil Law" and other relevant legal provisions, and will be transferred by the head office personnel, and hire social intermediary agencies to form a liquidation team to conduct liquidation and audit of the assets and property status of each subsidiary. The results of liquidation reports and audit reports show that each company is seriously insolvent and its assets are not enough to pay the internal debts of its employees. On April 9, 2001, Xuzhou Automobile Corporation made a decision "on applying to the Xuzhou Municipal Administration for Industry and Commerce for cancellation of corporate legal person registration" and stated that "the creditor's rights and debts of each company after cancellation shall be the responsibility of the corporation, and all types of employees shall be responsible to the corporation." The company is responsible for the diversion and resettlement of claims and debts and the employee resettlement handling opinions have been filed with the Municipal Administration for Industry and Commerce. On May 17, the Xuzhou Administration for Industry and Commerce canceled the legal person registrations of 24 companies. ?
On May 11, Xuzhou Mayor Chen Yaonan presided over a government office meeting to study the issue of bankruptcy and reorganization of the Automobile Transportation Corporation. On May 14, the municipal government held a mayor's office meeting and agreed to the bankruptcy and reorganization plan of the Automobile Transportation Corporation and granted some preferential policies. In order to promote the smooth and orderly progress of the bankruptcy of the company, it was decided to establish the "Xuzhou Automobile Transportation Corporation Bankruptcy and Reorganization Coordination Group" to coordinate and resolve related issues in the bankruptcy of the company and help implement various preferential policies.
On May 16, Xuzhou Automobile Corporation submitted an application to the Xuzhou Intermediate People’s Court for a legal ruling on the bankruptcy of Xuzhou Automobile Transportation Corporation (including its 34 wholly-owned branches and canceled operations). 24 wholly-owned subsidiaries with licenses)". On May 22, the Xuzhou Intermediate People's Court accepted the bankruptcy application of the Automobile Transportation Corporation. On May 25, the (2001) Xu Jing Po Zi Civil Ruling No. 3-01 was issued, ruling that Xuzhou Automobile Transportation Corporation (including 34 wholly-owned branches and 24 wholly-owned subsidiaries whose business licenses have been cancelled) Bankruptcy and debt repayment. ?
A bankruptcy liquidation team was established on May 31. ?
A bankruptcy announcement was published in the "People's Court Daily" on June 5. ?
3. Implementation of bankruptcy?
After the Automobile Transportation Corporation declared bankruptcy, employees were greatly shaken and their thoughts were very unstable. The personal interests of employees were affected, so that 8 incidents occurred during the liquidation period. This was a large-scale collective petition, and a small number of employees went to the province to petition. In order to make all employees clear about the issues related to the implementation of corporate bankruptcy, the company's party committee and bankruptcy liquidation team developed publicity materials such as the "Propaganda Outline" and "Questions and Answers" for the implementation of corporate bankruptcy, held various personnel meetings, and went to various left-behind units to publicize relevant laws and regulations. , policies, and unify the ideological understanding of employees. In order to ensure that the liquidation work is completed on schedule, all professional groups and left-behind personnel seized time, grasped the progress, and conscientiously implemented various work plans in accordance with the requirements of the work plan. In order to prevent the loss of bankruptcy property, various safety and security systems have been formulated and preventive measures have been strengthened. ?
Since the assets and liabilities of each canceled enterprise are different, the debt repayment rates of creditors of different enterprises may also be different. If all the creditors of the 24 canceled companies are treated as creditors of Xuzhou Automobile Corporation and the repayment rate of each creditor is the same, it may damage the interests of some creditors. In order to ensure that each creditor is reasonably repaid, the liquidation team entrusted the audit and evaluation departments to focus on examining the assets, claims, and debt status of the 24 canceled companies during the bankruptcy liquidation process. After review by the bankruptcy liquidation team and confirmation by the Industry and Commerce Bureau, the original 24 companies' dissolution, liquidation, and cancellation materials were complete, the procedures were standardized, and the procedures were complete. All assets and liabilities of the canceled companies were included in the scope of bankrupt companies. The assets of the original 24 companies were insufficient. In order to repay employee wages and labor insurance expenses, etc., the statutory second and third order liquidation rates of each enterprise are both zero.
Also considering that the property rights relationship between the 24 companies and the General Motors Corporation and between the 24 companies have always been unclear, and assets are often allocated to each other. Although many companies are registered as corporate legal persons, they actually do not have legal person qualifications at all. actual situation. Therefore, according to the spirit of Article 46 of the "Minutes of Discussion of Several Issues Concerning the Trial of Bankruptcy Cases by the Higher People's Court of Jiangsu Province", "Wholly-owned subsidiaries with poor management and insolvency can be merged into the competent unit and bankrupt at the same time before being deregistered." , in order to simplify the procedures and improve the efficiency of liquidation work, it is not necessary to liquidate the 24 wholly-owned subsidiaries separately, but decided to merge them into the head office and liquidate them together. ?
4. Bankruptcy and reorganization?
Before the bankruptcy of Xuzhou Automobile Corporation, Xuzhou Zhongyuan Automobile Transport Co., Ltd. (hereinafter referred to as Zhongyuan Company) was established with investment from the backbone of the company's business operations, and together with the supervisor The department signed a takeover agreement. During the bankruptcy liquidation period, Zhongyuan Company leased some of the effective assets of the Truck Transportation Corporation and organized production and operation activities to maintain the stability of the enterprise. After the bankruptcy ended, Zhongyuan Company arranged and managed 7,734 employees and retirees who accounted for 82% of the total number of former Xuzhou Automobile Corporation according to the agreement, and the remaining 1,700 people, accounting for 18% of the total number, were diverted from society. It will also bear the repayment of debts owed to employees as determined by the court, and at the same time receive all the assets of the reorganized original enterprise. ?
Due to the complicated contradictions that Xuzhou Automobile Corporation has accumulated over the years, excessive personnel burden, and very few effective assets, the restructuring plan faces many difficulties in the implementation. In order to ensure the smooth progress of corporate bankruptcy and the development of enterprises after reorganization, the Xuzhou Municipal Government has given Zhongyuan Company some support policies, such as: employees who are less than 5 years away from the legal retirement age or have more than 30 consecutive years of service shall be reported to the province by the municipal government. The government and the provincial labor department enjoy the early retirement policy; the medical expenses for retired cadres and the living allowances for the survivors of deceased employees are still subsidized by the municipal finance; the economic compensation for employees who are diverted from society is approved by the municipal government and transferred from the "Municipal State-owned Enterprise Bankruptcy Resettlement" The "Employee Subsidy Fund" will be allocated subsidies in installments; all the land use rights of the original Xuzhou Automobile Corporation will be owned by Zhongyuan Company, and the Municipal Land and Resources Bureau will handle the land transfer procedures. All fees such as land transfer fees will be waived, and the transfer procedures will be handled directly; for The government will approve all the land that Zhongyuan Company can develop for real estate development; when going through the procedures for changing the asset ownership of the original Xuzhou Automobile Corporation, all departments will be exempted from all fees; after the reorganization, various funds and fees will be exempted, reduced or postponed 5 years of care etc. ?
The reorganized Zhongyuan Company will highlight its operating characteristics and reorganize the original assets into six independent accounting and self-sufficient companies, including a freight joint service company, a large-scale transportation company, an earthwork transportation company, and a container transportation company. Profit-and-loss joint-stock enterprises participate in the decision-making and operation of the above-mentioned enterprises through holding shares or equity participation. At the same time, we will increase investment in technological transformation and new projects. The main sources of funds for renovation and new projects are to absorb the investment funds of social legal persons and employees, and the depreciation funds withdrawn by enterprises.