Reconstruction and balance: restructuring investment from the perspective of crisis rescue of large enterprises in economic transformation
Published:
2019-01-23
Zhongcheng Qingtai lawyer, a mediocre generation. Plowing in a corner of the legal world, do not forget the flat chapter; mixed in the vast sea of law, still can be auxiliary commercial. Study law, environmental engineering, finance. Although it has made great achievements, it has gone through nearly ten years of management of the group's enterprises, practicing legal affairs, taking the road of risk control, learning the way of intellectual property rights, forming the bond of foreign-related international economy and trade, and studying the domain of crisis resolution. Then the lawyer's way, specializing in corporate governance and restructuring, focusing on investment mergers and acquisitions and capital strategy, access to law, enterprises, industry, finance, operations and risk management six-in-one industry. This is to treat people with sincerity three search: to the development of entrepreneurship, for the world's new business, to find a clever solution to the crisis. It is the direction of the district, not waste far to repair.
Economic transformation is a necessary stage after China's rapid development on the high-speed train of the world economy, and it is a necessary lesson for China to make up for industrialization. From the enterprise level, there are a series of problems such as sufficient competition, price reduction, overcapacity and low product level. Enterprises have to further reduce costs and have to carry out price competition. Therefore, the difficulties are obvious.
In particular, large private enterprise groups, in the long-term development of high debt, heavy assets, neglect of internal control and slow transformation of industrial form, frequent crisis, is inevitable. The solution is to consider restructuring and restructuring in addition to the "open source" strategy in new industries, new technologies and new fields and the "throttling" measures to reduce costs. Among them, the bankruptcy reorganization of crisis enterprises has become an important way to rescue crisis enterprises, and the recruitment and negotiation of reorganization investors has become a key link in formulating a legal and feasible reorganization plan.
1. bankruptcy reorganization is the philosophy of "breaking" and "standing" in the economic transformation.
The purpose of the bankruptcy system is to establish a mechanism for the treatment and withdrawal of market subjects. From the perspective of the whole society, the transformation and upgrading in the economic downturn is the restructuring of the economic structure, the redistribution of social resources, and the redefinition of growth areas. Then, break the original interest pattern and resource possession, let the enterprise stock resources blocked under the state of "mortgage", "pledge" and "preservation" release, release the resource stock from the suppression of the "deadlock" of operation, and through the reorganization of investment matching and grafting to the chain of effective supply. There are two values:
It is "refactoring". Only in the state of "breaking" can we carry out reconstruction and optimization, have the beginning of "standing", and make the operating value and market forces of the enterprise rejuvenate and vitality. Under the transformation of old and new kinetic energy, "breaking" and "standing" is the supply-side reform, that is, the cage for birds, that is, the rebirth of nirvana, that is, the disposal of zombie enterprises.
The second is "balance". "Breaking" and "establishing", integration, carding and value judgment are the basic materials, and reconstruction, change and conversion are the disposal methods. Whether it is assets and capital verification, creditor's rights confirmation or design of reorganization plan, it is necessary to balance the interests of creditors, debtors, employees and the public. It is necessary to balance the past, the present and the future, to balance costs and benefits, and to balance time and space.
The recruitment of 2. restructuring investors is the key battle of bankruptcy reorganization.
The formulation of a reorganization plan is at the heart of the reorganization process. On the one hand, it is necessary to determine the total amount of debts to be paid off through procedures such as creditor's rights declaration and employee creditor's rights verification according to the law, re-evaluate the assets of the enterprise, and determine the repayment plan according to the evaluation results; on the other hand, it is necessary to open up channels to find restructuring investors, take into account the interests of restructuring investors and the original shareholders, creditors and employees of the enterprise, scientifically design the procedures and standards for restructuring recruitment, restructuring investment structure, develop a draft reorganization plan under statutory procedures.
For crisis enterprises, whether it is to increase revenue and reduce expenditure or to restructure, they are all driven by the power of capital. The most direct problem of the crisis enterprise dilemma is the liquidity crisis, and the most direct solution to the restructuring investment is the capital problem. From debt service funds to subsequent operational inputs, it is the primary issue to be addressed by recruiting restructuring investments. Therefore, the recruitment of reorganization investment is another key clue to the management of creditor's rights and debts and assets in the bankruptcy reorganization procedure, and it is also the most critical work in the whole reorganization procedure.
It can be said that "breaking" and "establishing" are the external results of the reorganization process, while the reorganization investment is an important way for capital to penetrate the needle in the process of breaking and establishing, smooth the channel, and restore the vitality of crisis enterprises.
The mechanism of bankruptcy reorganization is to adjust the rights and interests of creditors and investors, introduce reorganization investors to solve the liquidity of bankrupt enterprises, restore the hematopoietic function of operation, avoid bankruptcy liquidation, and make the bankrupt enterprises resume operation to be reborn. Under the background of the current economic situation and supply-side reform, bankruptcy reorganization investment has become an important means to save crisis enterprises and solve the regional financial crisis, which will usher in more opportunities, at the same time, it will also greatly promote the innovation of restructuring investment mode.
Reorganization investment refers to the rescue and revitalization of bankrupt enterprises through various forms of investment as a strategic investor in bankruptcy reorganization proceedings. In addition to complying with the relevant legal provisions of the company law, the reorganization investment must also follow the relevant legal provisions of the bankruptcy law. Therefore, the reorganization investment and the general sense of equity investment, mergers and acquisitions, etc. have the same logic and laws, but also have their own special rules. Among them, restructuring investment has greater advantages for investors than general investment mergers and acquisitions:
First, according to Article 94 of the the People's Republic of China Enterprise Bankruptcy Law (hereinafter referred to as the "Bankruptcy Law"), "the debtor will no longer be liable for repayment of the debts reduced or reduced in accordance with the reorganization plan from the completion of the implementation of the reorganization plan." Article 92 stipulates that "the reorganization plan approved by the people's court shall be binding on the debtor and all creditors". As a result of the liquidation of the claims and the discharge of the guarantees and protective measures in the insolvency proceedings, the debts (including contingent liabilities) of the target company will be resolved and the target company will be lightly loaded after the completion of the reorganization plan.
Second, the comprehensive investigation of the debtor and the declaration and confirmation of claims by the administrator of the insolvency reorganization proceedings have made the assets and liabilities of the target company more accurate and comprehensive.
Third, under the reorganization mechanism of the government and the court, the government will provide policy support for the local industrial development and public interest, and will provide policy support for the resumption of business operations and industrial upgrading after the completion of the reorganization plan.
Fourth, the reorganization plan approved by the court is enforceable and protects the investor's control over the target company and other rights and interests of the investor.
2. "Yesterday", "Today" and "Tomorrow" of Crisis Enterprises from the Perspective of Restructuring Investment"
"Undertaking history and opening up the future" is the inner meaning of Nirvana rebirth.
In addition to a detailed understanding of the assets and liabilities and business of the target enterprise, the restructuring investment will also predict, judge and plan the development process of the enterprise and the future strategic upgrade of the enterprise. Therefore, it is one of the necessary tasks for managers to sort out the historical development, current business conditions and future development of the enterprise.
Article 16 of the "Minutes of the National Court Bankruptcy Trial Work Conference" issued by the Supreme People's Court on March 4, 2018: "The formulation and communication and coordination of the reorganization plan. The people's court should strengthen communication with the administrator or debtor, guide them to analyze the reasons why the debtor is in trouble, and formulate a draft reorganization plan in a targeted manner, so as to promote the enterprise to regain profitability and improve the success rate of reorganization. The people's court should establish a communication and coordination mechanism with the government to help the manager or the debtor solve the difficulties and problems in the formulation of the draft reorganization plan." Therefore, the manager should actively design and plan the business development, asset restructuring and technology upgrading of the enterprise after the reorganization on the basis of investigating and sorting out the above information of the debtor, It is conducive to assisting investors in formulating business plans and promoting the smooth progress of investment recruitment.
1. Combing the development history of the enterprise, examining the "stock resources" of the enterprise from the aspects of business mode, business strategy, asset accumulation, technical level, management system, etc., and looking for the investment highlights of the enterprise from the brilliant development history of the enterprise. This is also the most concerned by investors, is one of the main basis for investors to develop business plans. Probably including:
(1) The basic information of the enterprise, including the establishment time of the enterprise, the main business, the size of the enterprise, the number of people, the important business areas of the enterprise, the organizational structure of the company, the status of the industry, the important development history events, etc;
(2) The company's main qualifications, such as business license, approval and certification;
(3) The development status and future trends of the industry in which it operates, the industrial chain and precision links, the status and advantages of the industry, the competitive status of the industry and the trend of product upgrading;
(4) Customer demand, market capacity and market prospects, core customer resources need to be communicated and protected in the restructuring process.
(5) Product characteristics, including the status of intellectual property rights such as technology patents, high-tech enterprises, technical characteristics, product upgrade plans and conditions;
(6) Key supplier resources, as important partners of the debtor, also need to be communicated and protected.
(7) Competitors and differentiation, including the market size, growth potential and market share distribution of products and services, the list of major competitors of the company's products and services and the estimation of the market share of the company's competitors, the comparison with competitors in terms of products and services, prices, distribution channels and promotional means, and potential competitors.
(8) Composition of competitive advantages: including comprehensive advantages, technical advantages, market advantages, service advantages, research and development advantages, etc.
(9) Operational status and performance, including analysis of important operational assets, operational problems and resolution strategies;
(10) the core members of the team;
(11) Financial data for recent years.
In addition, including the regional investment environment is also the object of investigation and research.
2. Face up to the current situation of crisis enterprises, find out the reasons for the crisis, and analyze the pain points of enterprise development. From the point of view of the enterprise itself, for a long time, the traditional enterprise lacks the spirit of craftsmanship and fine operation, does not take a long-term vision and determination to sink to do a good job in products and services, extensive management mechanism and old management means, the value of the company is virtual, and the industry is hollow. When the economy enters a downward cycle, a collapse is a crash.
Restructuring investment is to improve and reform the crisis enterprise with the mentality of healing, while the business plan is to solve the key problems with the thinking of "pain points", and then to inject investment funds and the introduction of resources and management, so that the enterprise can be rejuvenated.
Combined with the bankruptcy reorganization projects experienced, the plight of enterprises is certainly the external economic downward pressure, but looking at these enterprises, the deep-seated problems of their own enterprises are:
(1) There is no late or iterative advantage in the business structure;
(2) Industry competition is at the low end of the price competition;
(3) The corporate governance structure is missing or imperfect;
(4) Failure to optimize the shareholding structure;
(5) The ability and quality of entrepreneurs cannot be matched with the development of enterprises;
(6) The talent mechanism and corporate culture cannot support business development and changes in the times;
(7) Lack of innovation mechanism or mere formality;
(8) products or services lack of craftsmanship;
(9) The psychology of entrepreneurs or senior managers is inflated or impetuous to varying degrees;
(10) the management form is extensive, the management means is old;
(11) Do not focus on industry and financial environment research.
3. On this basis, we should focus on the future, focus on the resumption of operation of the enterprise, and focus on attracting the investment of restructuring investors to actively design and plan the future of the enterprise. The development of the enterprise after the assumption that the investor reorganizes the investment, the asset integration and business restructuring of the enterprise are done in advance. Mainly include:
(1) A careful summary of the operating value of the enterprise, including the measurement of acquisition costs and the amount of subsequent investment in operations. Restructuring investment is not only to repay debt, but also based on the resumption of business operations and enterprise upgrading, so restructuring investors will not only consider the need for debt service funds, but also consider future business follow-up investment.
(2) Design and plan the preliminary ideas of business development, asset restructuring, technology upgrading, etc., especially the analysis of the feasibility and resource matching needs of restructuring investors. At the same time, different options are set up in advance for the introduction of restructuring investors, considering the risk points of concern for the introduction of restructuring investors and making risk planning arrangements.
(3) Taking into account the protection of the public interest, mainly the stability of employees and the protection and upgrading of regional industries. Modern bankruptcy law not only upholds the private law protection of creditors and debtors, but also highlights the public law attribute, examines the maintenance and rescue of value from the perspective of social standard, considers the protection of the interests of the public, especially the employees and the regional industrial elements, but also includes the resolution of regional financial risks and the expansion of the crisis caused by the guarantee circle.
The investment value is the premise of investment and the basis for restructuring investors to provide debt service funds and subsequent investment funds.
1, from the choice of bankruptcy type, the implementation of bankruptcy reorganization is mainly based on the reorganization value. Article 14 of the Minutes of the National Court Bankruptcy Trial Conference states that "the identification review of the reorganization enterprise. Bankruptcy reorganization should be aimed at enterprises with rescue value and possible difficulties, and for zombie enterprises, the market should be cleared decisively through bankruptcy liquidation. When the people's court examines the reorganization application, according to the debtor's asset status, technology, production and sales, industry prospects and other factors, can determine that the debtor obviously does not have the reorganization value and the possibility of rescue, it shall rule not to accept", which is the rescue value of the crisis enterprise and the possibility of rescue from the perspective of investment value.
2, from the reorganization plan review criteria, the focus is to maintain the operating value of the enterprise. Article 17 of the Minutes of the National Court Bankruptcy Trial Work Conference: "Review and approval of the reorganization plan. Restructuring is not limited to debt relief and financial adjustment, and the focus of restructuring is to maintain the operating value of the enterprise. When examining the reorganization plan, the people's court shall, in addition to examining the legality, examine whether the business plan therein is feasible. If the business plan for the enterprise to regain profitability in the reorganization plan is feasible, the voting procedure is legal, and the content does not harm the liquidation interests of the opponents in the voting groups, the people's court shall rule to approve the reorganization plan within 30 days from the date of receipt of the application".
3, in addition to the above from the bankruptcy proceedings to reflect the "investment value" of the basic value, that is, reorganization value, salvability, operating value, restructuring investors will also pay attention to the future restructuring investment after the growth, profitability, realization value or exit mechanism design. These include:
(1) Industry market space, technology upgrading and development space;
(2) Restructuring the matching of existing assets, technology and other resources of the enterprise with the relevant resources of investors;
(3) The integrity of core assets and core business retention, which is the basic condition for the future development of the enterprise.
(4) Whether the conditions for the implementation of the business plan are not affected, and whether the business adjustment measures to save the crisis enterprise are effective in the invested enterprise.
(5) Large enterprises should also consider social value elements, including social stability and harmony, industrial protection and development.
Matters to be considered by investors and administrators of 1. restructuring
When designing the reorganization plan and the reorganization investment plan, the investment subject, potential risks and risk plan, risk tolerance, payment method, form of investment or merger and acquisition, tax commitment and so on should be considered. Throughout the investor recruitment and negotiation process, the restructuring investor and the manager will consider:
1. What is the value of the business of the restructured enterprise? How to further meet the financing needs of the restructured investment? How to obtain financing for the investment consideration?
2. What are the components of the investment funds? What are the subsequent funding arrangements in addition to debt service funds?
3. Is the investment payment a fixed one-time payment or can it be delayed in instalments? How to agree on the method, amount and time of payment?
4. Does the restructured enterprise need to assume and what debts?
5. During the insolvency proceedings, before and after the completion of the delivery, how to share the benefits and risks? What are the expected risks? How to manage the risks?
6. How to manage the business after the reorganization investment is completed? Will the business be integrated with the original business immediately?
7. How to design the carrier of investment? What is the legal structure of the new enterprise after the reorganization of investment? What is the organizational structure after the completion?
8. How to carry out due diligence and how to solve the problems in due diligence?
9, how to retain core staff?
10. Is the consideration or transaction of the restructuring investment in the form of equity or assets?
11. How to transfer to the investor, who will bear the risk and responsibility of the transfer? How to ensure the smooth completion of the equity change of the restructuring enterprise?
12. What taxes should be borne during the transfer process? Should the tax be paid immediately or deferred? What is the impact of the tax on the investment price?
13. What promises and guarantees are required of the administrator or debtor?
14. Are the key agreements (sales, supply, etc.) affecting the business of the restructured enterprise transferable?
15. How is credit recovery and goodwill management after bankruptcy reorganization?
The above issues are issues that need to be considered and resolved by the Manager with the proposed restructuring investor in designing the recruitment plan, assisting the restructuring investor in due diligence and negotiating the investment agreement, and are also important matters affecting the draft restructuring plan.
Several aspects of the need to restructure and balance investment in 2. restructuring
(I) investment entity or acquisition vehicle
The investment entity or acquisition vehicle is the legal entity used to invest in or acquire the underlying enterprise, as well as the legal entity that takes over the equity or assets of the investee enterprise.
The restructuring investor is to participate in the investment by itself and to undertake the equity or assets of the investee enterprise, or to set up a shareholding platform or subsidiary to undertake the undertaking, or to undertake the undertaking in other forms of organization. The perspectives considered are risk, financing, taxation and the impact on management, which, in summary, are roughly analyzed:
1. The shareholding structure and organizational structure of the investor after the reorganization of the investment;
2, the difficulty of equity or asset transfer;
3. Arrangements for future financing matters;
4, the future profit distribution of tax planning;
5, management control mode and management continuity.
Therefore, in practice, consideration will be given to the need to retain the core team for equity reservation, the need for equity control to finance the restructuring of the investment, and whether the government participates in the investment based on the guidance and support of industrial revitalization and development. Therefore, it is usually considered whether to adopt the equity reservation model in the reorganization investment, design employee stock ownership plan or other equity incentive scheme, and also consider the government's participation in the reorganization investment in the form of its industrial guidance fund.
(II) investment target, consideration payment and transfer method
1. The design of the investment target or the proposed transfer of the target according to the enterprise reorganization plan mainly includes:
(1) Equity perspective
The equity or control of the company under the overall reorganization investment is usually transferred to the debtor's equity. However, in the reorganization procedure, due to the insolvency of the debtor's assets or the lack of solvency and other reasons, the value of the debtor's equity has been zero or extremely low. Therefore, the equity of the debtor's shareholders cannot be taken as the consideration, but after the reorganization investor provides debt repayment funds, after the shareholder's equity of the debtor's shareholders is adjusted in the reorganization plan, to enable the restructuring investor to acquire equity or control of the company in the form of equity or a majority of equity in the debtor (under the investor's equity adjustment plan).
In addition, under certain conditions, the shares of the above-mentioned companies can also be obtained by auction. Of course, in the process of judicial auction, the qualification of investors needs to be limited according to the recruitment criteria to ensure that bidders have the relevant ability and willingness to restructure their investments.
Of course, it is also possible to acquire equity and control of the company through corporate mergers and increases in registered capital.
(2) Asset perspective
In the case of the reorganization plan to transfer part of the assets to the investor or the platform company established by the investor (acquisition vehicle), the reorganization investor acquires the debtor's assets. Typically, when managers recruit investments, they divide the company's assets into core assets and non-core assets, and restructure investors to acquire core assets and related businesses on top of core assets. Restructuring the investors themselves or a new company to undertake the above assets. The debtor's related equity, qualifications or other non-core assets are disposed of separately to repay the debt.
(3) The perspective of creditor's rights
Investors combine the debt-for-equity model to acquire creditors' claims before or after the reorganization plan is adopted. Prior to the adoption of the reorganization plan, after the confirmation of the claim declaration and the completion of the asset appraisal, the acquisition becomes a creditor based on the administrator's calculations and continues to participate in the voting on the draft reorganization plan. After the adoption of the reorganization plan, the investor will acquire the debt at the same price in accordance with the settlement ratio in the adopted reorganization plan, and then make a debt-to-equity swap to obtain the company's equity to complete the investment.
The different forms of the above-mentioned investment targets determine the different transfer methods.
2. Payment of investment consideration
Usually cash payments, the funds invested will be used as debt service funds to pay the debtor's debts, allowing creditors to be paid off in proportion to the debt service in the reorganization plan. However, the payment of investment consideration in stock, equity or otherwise is not excluded.
(III) Investment Trading Risk Balance
1. Balance in the presence of undeclared claims
According to the second paragraph of Article 92 of the Bankruptcy Law: "If creditors declare claims in accordance with the provisions of this law, they shall not exercise their rights during the implementation of the reorganization plan, undeclared claims may also continue to" exercise rights "after the implementation of the reorganization plan, so it will affect the amount of the reorganization investment and the design of the investment target.
For the administrator, depending on the performance of the administrator's duties and the degree of the debtor's own financial standardization, the administrator makes the greatest effort to investigate, audit and supervise the declaration of claims, and on the other hand, sets aside funds for debt service.
For investors, the first is to conduct due diligence on the investment as detailed as possible and urge the manager to arrange the above matters; the second is to fully consider the risk tolerance, accept the risk and make corresponding financial arrangements.
To deal with and balance the matter with the restructuring investor.
2, bankruptcy reorganization acceptance date to the settlement date of both parties profit and loss balance.
There is a longer period of time between the debtor's entry into insolvency reorganization proceedings and the delivery date of the performance of the reorganization investment agreement. During this period, whether the administrator takes over the business or the debtor operates on its own, there will be a normal increase or decrease in the assets and liabilities of the enterprise due to the process of going concern and the need to maintain operations during the special period of the enterprise. In accordance with the relevant provisions of the bankruptcy law and the company law, claims and debts arising from the maintenance of going concern management, etc., are enjoyed or borne by the debtor, and the resulting losses or gains are also borne or enjoyed by the debtor.
The reorganization investor will generally determine the investment price on the basis of the audit report and evaluation report in the bankruptcy reorganization proceedings. Generally speaking, the audit and evaluation base date is used as a reference basis for providing debt service funds, because in bankruptcy reorganization proceedings, the debt service funds in the reorganization investment price can be agreed to be a fixed price, not subject to changes in assets, contract performance, employees, etc. during the debtor's reorganization, and will not be adjusted. It is based on the fact that the management activities of the administrator focus on the handling of the judicial proceedings of insolvency reorganization, rather than professional management activities aimed at the efficiency and growth of the enterprise, although to maintain and increase the operating value of the enterprise as much as possible. As there is a certain time difference between the signing of the reorganization agreement and the approval of the reorganization plan and the delivery between the two parties, the price protection range can also be agreed.
3, continue to perform the balance of the contract.
According to Article 18 of the Bankruptcy Law: "After the People's Court accepts the bankruptcy application, the administrator shall have the right to decide to terminate or continue to perform the contract that was established before the bankruptcy application was accepted and the debtor and the other party have not completed the performance, and notify the other party". Therefore, there are cases where unperformed contracts continue to be performed. If the relevant contract continues to be performed during the reorganization proceedings, it shall still be performed by the debtor after the reorganization. The debtor's continued performance of the contract after reorganization involves the continued performance of its obligations to the outside world, which may be the income of funds or the expenditure of funds; it may be the receipt of other relevant obligations from the other party, or it may be the performance of other relevant obligations to the other party. There will also be gains and losses on the value of the debtor invested by the restructuring investor, and there will also be the same treatment of gains and losses as above.
4. Joint efforts of both parties in business recovery, credit recovery and goodwill management in restructuring
Business recovery, credit recovery and goodwill management are important tasks for the restructured enterprise, but this work is by no means an action taken after the implementation of the reorganization plan.
(1) Business recovery matters in reorganization: First, the protection of key suppliers, which are creditors with other suppliers, is treated fairly in the current insolvency law. In the current insolvency law, there is no protection of "key suppliers", I .e. suppliers that are considered to be key to the business value of the debtor and affect the realization of the bankruptcy reorganization can be paid in priority before the court accepts the bankruptcy application. However, such suppliers should be the object of the administrator's key communication throughout the insolvency reorganization proceedings. Second, for key market customers, during the bankruptcy reorganization process and the implementation of the reorganization plan, maintain communication with customers, enhance customer confidence, and timely communicate to customers that the reorganized company will continue to improve product quality, timely delivery and customer service, And give practical benefits. These are all matters in which managers and restructuring investors work together to achieve a smooth transition.
(2) Credit recovery issues
After the reorganization of the debtor due to the existence of many bad credit can not be repaired, business activities can not be carried out, will seriously affect the operation of the enterprise and the implementation of the reorganization plan. Mainly reflected in: First, the reorganization of the enterprise's corporate credit rating in the relevant commercial banks and the credit record in the People's Bank of China credit center are bad. If the bank credit repair is not done in a timely manner, it will result in the reorganization of the enterprise in the subsequent reorganization plan can not issue a large letter of guarantee, the enterprise can not carry out bidding and other business activities, can not obtain loans from the bank, the operation is difficult, seriously affecting the operation and development of the reorganization of the enterprise. Second, most enterprises have fiscal and credit problems before restructuring. If the bad record cannot be repaired in time, it may bring difficulties to the operation of enterprises after restructuring. Third, before the reorganization of the enterprise, it was included in the list of untrustworthy persons subject to enforcement because there were many outstanding enforcement cases. After the successful reorganization of the enterprise, it should be removed from the list of untrustworthy persons subject to enforcement, but some enforcement courts do not understand and cooperate with this.
Especially under the bankruptcy reorganization mechanism linked by the government and the court, during the implementation of the reorganization plan and after the completion, it is necessary to establish a court-centered reorganization with the participation of the People's Bank of China, taxation departments and other departments under the promotion of the government and the court. Corporate credit repair mechanism. These also need to be jointly promoted by managers and restructuring investors.
(3) Joint efforts on tax matters arising from the reorganization
The purpose of the reorganization procedure is to save the troubled enterprise and help the enterprise restore its vitality and business reputation. However, from the perspective of practice, the tax problems of the reorganization enterprise often make it difficult to pass the reorganization plan smoothly. On the one hand, the huge tax and fee discourage many strategic investors in the reorganization procedure, on the other hand, the government has no clear policy support for enterprise restructuring. Similarly, in addition to the trade-off of restructuring the investment price, the government also needs to promote the development of tax and fee reduction policies from top to bottom, encourage enterprise restructuring, restructuring and zombie enterprises to clear out, reduce the cost of enterprise restructuring and clean-up, promote enterprises to revitalize effective assets, industrial integration and zombie enterprises to withdraw from the market.
5. Balance of social responsibility
The bankruptcy reorganization of large group enterprises will involve the protection of the interests of employees.
First, this "cost burden" factor is taken into account in the restructuring investment price, mainly the settlement of employees' claims, which is specifically provided for in the bankruptcy law. In addition, there are workers continue to continue labor relations. The general manager will make a special agreement in the reorganization plan and the reorganization investment agreement, when the reorganization investor takes over the debtor, takes over all the debtor's employees, continues the labor relationship, extends the continuous service of the enterprise, and protects the wages, benefits and other related benefits of the employees in accordance with the law. The labor relationship and social insurance relationship between the employee and the original business unit remain unchanged. At the same time, it will also be agreed that high-end technical personnel should be supplemented and introduced to proceed with the technical upgrading and capacity upgrading of the debtor.
Second, from the perspective of restructuring investment value maintenance, talent and management capabilities constitute the value of the enterprise operation level for the restructuring investment enterprises, especially in technology companies and service companies, the maintenance of these employees and talents is essentially the maintenance of enterprise value. On the contrary, the loss of employees may bring greater costs. Existing employees are technically mature and familiar with business operations. If layoffs will generate new recruitment and training costs, they can meet the needs of enterprise production and operation.
Restructuring the financial architecture for investment
The throes of economic transition and the recession are undermining the confidence of capital and business. In the process of restructuring investment and recruitment, I deeply feel that even the group companies with strong financial resources have slowed down. The current restructuring investment requires the scientific design of the financial architecture, the use of financial resources, the implementation of restructuring sources of funds, and the diversification of debt service methods to promote the support of financial forces for restructuring in order to ensure the success of restructuring investment.
In this sense, structuring an appropriate capital structure to secure the return on investment and amplify the financial returns of investors is an important factor in promoting the restructuring of investments. From the maintenance of reorganization value, the formulation of reorganization business plan and the formulation of special policies by the government for the maintenance and promotion of the industry, the improvement of business performance is driven to meet the needs of investors to repay their debts. As a result, the business protection and business upgrade of the restructuring investment are directly and closely integrated with investor financing.
In a typical reorganization investment business, the value of the debtor's assets is released in bankruptcy reorganization proceedings, and the investor acquires title and control of those assets and is then re-used to leverage financing. Because for restructuring investors, obtaining the value of the restructured enterprise is a beginning, not an end.
In the current era when the "debt" market is king, it is very important to expect the power of capital to further, and the strength of capital can drive industrial transformation. Given the current economic environment, it is recommended that:
First, the horizontal restructuring of industries may only be carried out by state-owned enterprises with the financial strength. Therefore, the mixed ownership reform combined with bankruptcy reorganization will further play the important role of state-owned enterprises in guiding the transformation of new and old kinetic energy. Therefore, crisis enterprises actively combine bankruptcy reorganization to seek participation in mixed ownership reform is also an important way to resolve the crisis.
Second, vertical restructuring This is a problem of scale effect and vertical industry coordination, which can further reduce costs. It is also a consideration for large enterprise groups. Therefore, we must increase protection and support for leading enterprises in the industry and regions, and cultivate the power of mergers and acquisitions.
Third, "breaking" is to solve the stock problem, but the final enterprise value upgrade "incremental" matters need to be solved innovatively. The creation of corporate value after de-capacity still has a long way to go and is directly related to the financing of restructuring investments. Crisis companies looking for good technology, projects and upgrade models are all necessary preparations. At the same time, the "science and technology financial system" needs to be well studied and laid out.
In general, the disposal planning of a crisis enterprise is not simply the use of bankruptcy liquidation or reorganization of the legal process. In many cases, whether it is to grasp the interest relationship of reorganization and reorganization, or to recruit investment means, it is necessary to inject the manager's ideas and pass them on. The so-called thought is permeated in the understanding of asset value, industry familiarity, business grasp, strategic change, market psychological behavior, human factors, policy environment, trend development and so on, reflecting the manager's reasonable and leading thinking of each sensitive factor. Because this kind of thinking will affect the fairness of crisis management, the balance of various stakeholders, and the perspective and direction of resource integration.
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