Successful Enterprise Reform Operation and Litigation Practice of Reformatted Enterprises

Author: Qian Weiqing
Publisher:
Publish Date: 2005-06-01
Features: The book "Successful Reform - Enterprise Reform Operation and Litigation Practice" is another work on state-owned enterprise (SOE) reform co-authored by Qian Weiqing, a lawyer at Deheng Law Firm in Beijing, following the publication of "Legal Methods of SOE Reform" (authored by Qian Weiqing, published by the China Legal Publishing House in December 2001). This book systematically introduces and evaluates various legal methods used in SOE reform since the reform and opening-up. "Legal Methods of SOE Reform" focuses on introducing and commenting on various legal methods for enterprise reform from the perspective of combining theory with practice. It provides detailed explanations on the origin, characteristics, content, procedures, and practical issues of each reform method. Unlike "Legal Methods of SOE Reform," this book places greater emphasis on practical aspects of reform, specifically the operational details and disputes and litigation arising from reform.
In terms of reform operations, it no longer emphasizes comprehensiveness in various reform methods but, drawing on the long-term experience of co-author Li Zhihui in guiding SOE reform and recent reform policies issued by relevant state authorities, it provides a detailed introduction to common elements in mainstream reform methods, such as asset evaluation, employee status replacement and compensation, the establishment of corporate governance structures, the choice of corporate forms post-reform, and related registration. The aim is to guide reform practice and enhance the book's practicality. Regarding disputes and litigation related to reform, it focuses on the interpretation and application of the Supreme People's Court's recent "Provisions on Several Issues Concerning the Trial of Civil Disputes Related to Enterprise Reform." It provides annotations on the content of this judicial interpretation and cites relevant cases to illustrate the application of relevant legal principles.
In summary, the previous book systematically reviews and summarizes various legal methods for SOE reform since the reform and opening-up, thus placing greater emphasis on theory. This book, on the other hand, provides a comprehensive introduction to how key reform methods, especially in corporate restructuring, are operated and understood, as well as how to interpret and apply the Supreme People's Court's judicial interpretation on disputes related to SOE reform. Therefore, it places greater emphasis on practice. As mentioned earlier, this book focuses on the operational and litigation aspects of specific reform stages, with content largely centered around these areas. The book consists of main text and appendices. The main text includes an introduction, basic stages and operations of SOE reform, litigation studies related to SOE reform, empirical examination of current SOE reform, and typical cases of litigation related to reform. The appendices collect the names of important laws, regulations, rules, and policies frequently used in SOE reform and litigation for readers to reference during reform or related disputes.
Part I: Introduction
This part provides a concise and accessible overview of fundamental issues related to SOE reform, such as the development history and current reform of SOEs, basic procedures of SOE reform, basic methods of SOE reform, and basic legal issues. It aims to give readers a preliminary understanding of the nature, process, basic methods, procedures, characteristics, and trends of SOE reform under the new situation, laying a foundation for reading and applying subsequent chapters.
Part II: Basic Stages and Operations of SOE Reform
Combining recent policy guidelines from state authorities such as the Ministry of Finance, the former State Administration of State-owned Assets, the former State Economic and Trade Commission, and the Ministry of Labor and Social Security (especially the Ministry of Finance's No. 313 document in 2002 and the No. 859 document jointly issued with other ministries), this part provides a comprehensive introduction to the legal and policy basis and specific operations of key stages in SOE reform, including employee status replacement and shareholding, property rights demarcation and asset evaluation, asset restructuring and legal issues, the establishment and modification of corporate governance structures, the choice of corporate forms post-reform, and related registration. The author aims to guide readers in designing and executing reform plans to maximize preferential policies for reforming enterprises and their employees, thereby safeguarding the legitimate rights and interests of employees and operators while preventing the loss of state assets. Note that agency and legal services (consulting, evaluation, and legal services provided by intermediaries) are not operational stages of SOE reform but are essential to the entire process, hence included as a chapter in this part.
Part III: Main Types and Operations of SOE Reform
This part consists of three chapters, providing detailed introductions to typical SOE reform models in practice, such as management buyouts (MBO), foreign mergers and acquisitions of SOEs, and the participation of private enterprises in SOE reform.
Part IV: Empirical Examination of Current SOE Reform
This part serves as a response to the content of Part II. After introducing the operational details of key reform stages in Part II, this part examines successful and unsuccessful cases of SOE reform to analyze their strengths and weaknesses, summarizing successful experiences and lessons learned in SOE reform for readers to reference when designing and executing reform plans.
Part V: Litigation Studies Related to SOE Reform
This part consists of two sections. The first section provides an overview of fundamental issues related to disputes and litigation in SOE reform, including concepts, characteristics, scope, property rights disputes, debt liability disputes, other disputes, basic principles for mediating disputes, and the background, process, and significance of the judicial interpretation. This section serves as a general introduction, guiding and supporting the following section while also providing a comprehensive and forward-looking perspective (given the perceived reactive nature of the judicial interpretation). The second section provides annotations and case analyses for the "Provisions on Several Issues Concerning the Trial of Civil Disputes Related to Enterprise Reform." It focuses on annotating the content of the judicial interpretation, including the interpretation of key terms, the main purpose and spirit of the provisions, the legal principles they embody, and their origins in other civil basic laws. For ease of understanding and application, annotations are followed by relevant legal provisions (including judicial interpretations) and case examples illustrating the application of the principles in practice. This helps readers understand the relationship between the judicial interpretation and other civil basic laws, guiding them in accurately identifying legal grounds and applying the interpretation in litigation.
Part VI: Typical Cases of Litigation Related to SOE Reform
This part corresponds to Part III, introducing and analyzing several major and complex litigation cases related to reform. It aims to guide readers in identifying key issues in cases, the author's insights on major issues, and litigation strategies and techniques for lawyers and parties involved.
The appendices collect the names of laws, regulations, rules, and policy documents frequently used in SOE reform and litigation for readers to reference based on different needs, enhancing the book's utility as a reference tool. Additionally, the appendices list the reference books for this book.