Yuxia Song, Congyuan Yu, Zhiya Liao, Yanting Tu
Southwest Petroleum University Law School, China.
Bankruptcy Law Research Center, Renmin University of China, China.
Heliyon. 2022 Dec 14;8(12):e12007. doi: 10.1016/j.heliyon.2022.e12007. eCollection 2022 Dec.
Corporate governance in reorganization is an important guarantee for the success of troubled firms' rescue. Using a dataset of 93 listed companies in reorganization in China over the last 16 years and through a binary division of decision making in reorganization, the paper presents the first empirical study of governance in the manager management model and the debtor's own management model during reorganization, found that the manager governance was plagued by the manager's insufficient ability of business decision-making, which was difficult to improve the operating value of the enterprise; Under the self-management of the debtors, they were vulnerable to the manipulation of the controlling shareholder, and the allocation of losses from reorganization decision was unfair. This paper proposed to change the current model of the manager or debtor fully implementing the reorganization decision and business decision during the bankruptcy reorganization, and construct the dual model of mixed corporate governance for the manager to execute the reorganization decision and the debtor to implement the operation decision separately. The study provides a novel model for corporate governance in bankruptcy reorganization.
重组中的公司治理是陷入困境的企业成功挽救的重要保障。本文利用过去16年中国93家重组上市公司的数据集,并通过对重组决策的二元划分,首次对重组期间经理管理模式和债务人自主管理模式下的治理进行了实证研究,发现经理治理存在经理业务决策能力不足的问题,难以提升企业运营价值;在债务人自主管理下,易受控股股东操纵,重组决策的损失分配不公。本文建议改变当前破产重组期间经理或债务人完全执行重组决策和业务决策的模式,构建经理执行重组决策、债务人执行运营决策的混合公司治理二元模式。该研究为破产重组中的公司治理提供了一种新颖模式。