21 Speaking case 丨 After the shareholding debt is inferior, how can the "deep stone principle" affect the bankruptcy liquidation?

Southern Finance All Media Reporter Yang Xi Beijing reported

Recently, the Guizhou High Court released six typical bankruptcy cases. One of them referred to the bankruptcy liquidation of the referee referee's referee.

The case notification shows that the creditors apply for bankruptcy and liquidation to the court for bankruptcy and liquidation to the court. The total claims of people's declarations are 2.272 billion yuan.

As Xuzhou Mining Company belongs to the affiliated company of Xu Mine and Guizhou Energy, the court confirmed the claims declared by Xuzhou Mining Company as a bad debt right, and the inferiority was settled on ordinary creditor's rights, so that the creditor's claims were 100%settlement.

It is worth noting that in the report of the Guizhou High Court in China, the referee of the case is based on the "Deep Stone Principles" and refer to Article 39 of the "National Court of Court of Court of Court". Shareholders who have controlling relationships in the bankruptcy enterprise are confirmed by the claims formed by improper use of the relationship between the relationship.

Lawyer Yang Feifei of Zhuo Wei Law Firm told the 21st Century Business Herald that from the jurisprudence, the Supreme Court released a typical case in 2015 to confirm that the creditor's rights enjoyed by shareholders were compensated for ordinary creditors after insufficient capital contribution. However, the views of various courts are not uniform, and there are also a large number of cases that do not apply the "deep stone principle".

At the same time, Yang Feifei said that according to its observations, in recent years, the "deep stone principle" has shown a trend of expansion. This is for financial institutions that are commonly used "stocks"+"debt" investment models. Debt security. Because from the past practice, the poor posture in the bankruptcy procedure is often difficult to obtain any settlement.

The Guizhou High Court further stated that the bankruptcy practice of this shareholder's debt has guaranteed the fairness of other creditors, providing judicial demonstration for the confirmation and processing of creditor's rights.

Shareholders' creditor's rights are judged after being inferior

"Deep Stone Principles", also known as "Equitable Subordination Doctrine", is a system developed by the US court's bankruptcy cases in the case of related companies. The claims of shareholders should be settled on other ordinary creditor's rights.

The "Deep Stone Principles" first originated from Taylor V. Standard Gas Electric, which was judged by the Supreme Court of the United States Federal Court on February 27, 1939. The company's Deep Stone Company entered the bankruptcy procedure, and the controlling shareholder of Shanshi Company declared debts in the bankruptcy procedure. The concept of fairness and justice is judged that the controlling shareholders' claims on Shashi Company should be disappeared after the general creditor's rights of Deep Stone Company were paid off.

In the Xu Mine Guizhou Energy bankruptcy liquidation case selected for this typical case, Xu Mine Guizhou Energy has invested in a number of coal mine companies in Zunyi City. Due to the coal market conditions, the coal mines are in a loss state after being put into production. In this case, creditors applied to the Zunyi Intermediate People's Court for bankruptcy and liquidation of the company.

During the declaration of the claims of this case, the creditors Xuzhou Mining Company declared the total debt of the manager of 2.272 billion yuan. "Because the creditor is a related company for bankruptcy enterprises, the people's court confirmed the claims declared by Xuzhou Mining Company as a bad debt right. On the 24th, the bankruptcy procedure was ended, and the trial took 198 days, and the settlement rate of ordinary creditor's rights was 100%. "The court wrote in a brief situation.

Tianyancha shows that Xu Mine Guizhou Energy was established on March 8, 2010. The registered capital and actual payment capital were 852 million yuan, and Xuzhou Mining Company held 100%of the shares.

How to affect bankruptcy liquidation?

In the typical significance of the case, the court stated that according to Article 39 of the "Deep Stone Principles" and referring to Article 39 of the "Minutes of the National Court of Court of Court", in the confirmation of bankruptcy claims, shareholders who have controlled the relationship between bankruptcy enterprises will pass improperly. The claims formed by the relationship between the relationship are confirmed as a poor post -debt, and the poor will be settled after the inferiority. As a result, the creditor's claims of the rest of the ordinary creditors have been settled 100%, and the interests of other creditors should be placed fairly and provided judicial demonstrations for the confirmation and processing of creditor's rights.

Yang Feifei said that from a legal perspective, the provisions of the current bankruptcy law on the order of the settlement of the settlement of the settlement did not divide the ordinary creditor's rights into ordinary debt and other ordinary creditor's rights. From the perspective of judicial interpretation, Article 39 of the "Minutes of the National Court of Court Bankruptcy Judgment Conference" stipulates that "the claims formed by the incorrect relationship between members of related enterprises are inferior to the claims", and for the first time, the "deep stone principle" is introduced in the form of judicial interpretation, and the "deep stone principle" and and and and and for the first time, and the "deep stone principle", and also The scope of applications is limited to "the claims formed by the use of associations", but the specific "improper use of related relationships" has no detailed guidance.

It should be pointed out that my country is not a country in the jurisprudence, and the jurisprudence has only reference value. The court conducts a comprehensive judgment of the use of laws and regulations for the use of specific cases, and will draw different judgments. The Supreme Court released a typical case in 2015, confirming that the creditor's rights enjoyed by shareholders were compensated by ordinary creditors after the insufficient capital contribution. However, the views of various courts are not uniform, and there are also a large number of cases that do not apply the "deep stone principle".

According to Yang Feifei's observation, in recent years, the "deep stone principle" has shown a trend of expansion. In 2021, the Supreme Court's Second Tour Court of 2021 was clearly clear: Starting from the principle of fairness and honesty and trustworthiness of civil law, such as the controlling shareholder's abuse of shareholders 'rights to make the company's personality mixing and the unfair connected transaction, which harmed the legal rights of the creditors' legal rights The principle of deep stone can be applied to the bankruptcy procedure, and the controlling shareholder's debt is identified after the loose of the controlling shareholder. This time, Xu Mine Guizhou's energy bankruptcy liquidation case is also an application of the "deep stone principle" in the practice of bankruptcy.

"'Shares'+' debt 'investment is a commonly used investment model for financial institutions. The expansion of the" Deep Stone Principles "will be threatened to the debt security of the" stock debt'. The loan claims of financial institutions as shareholders or names of the name shareholders may be identified as inferior post claims, and from the past practice, the poor postal claims in the bankruptcy procedure are often difficult to obtain any settlement. "Yang Feifei said. Yang Feifei suggested that financial institutions should pay attention to increasing property insurance for debt investment to reduce risks.

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