金杜律师事务所破产、重组和清算组
公司在进入重整程序之前处于正常运转状态，重整前的公司治理结构属于《公司法》上通常意义的公司治理结构。公司治理结构中包括几种关系：股东大会与董事会之间的信托关系；董事会和经理人员之间的委托代理关系；监事会与董事会和经理人员之间的监督与被监督关系。重整前的公司治理结构与重整中的治理结构存在较为明显的区别，主要特点是：1、公司最终控制权归属股东；2、股东利益至上；3、公司意思自治不受外界干预；债权人被排除在治理结构之外。
Continue Reading 重整程序对公司治理结构的冲击和影响
From 2003-2007, over US$100 billion poured into China via offshore structures in tax havens like the Cayman Islands. Much came from global institutional investors who tasked alternative investment managers with allocating a percentage of their portfolios to high-yield opportunity funds, emerging markets and real estate.
Everyone wanted a piece of the “China Dream,” but in recent months they have woken up to deteriorating economic conditions. Institutional investors are forcing redemptions of their investments from high-yield, high-risk markets.
Jack Rodman, Senior Advisor to King & Wood\‘s International Debt/Restructuring Practice
Summarized from Mr. Rodman’s article for China Economic Review, May 2009.Continue Reading The Best of a Bad Deal
By Liu Yanling, Partner and head of King & Wood’s Bankruptcy, Restructuring & Insolvency Practice
Stellar Megaunion Corporation (“SMC”) was in serious debt, as it could barely repay its liabilities. New World China Land (“NWCL”), which was seeking an opportunity to go public, proposed to acquire SMC as a shell company which has no assets, but is publicly listed. To achieve this goal, NWCL conducted several rounds of negotiations with SMC’s creditors to settle SMC’s debts and clear the roadblocks for the acquisition. However, the parties were unable to make much progress in the negotiations due to the large number of SMC’s creditors involved. As SMC needed to solve its debt crisis as soon as possible and its negotiations with NWCL were deadlocked, the company decided to reorganize to completely release itself from the heavy debt burdens in a short period time.
Continue Reading Debt Restructuring — Second Life for a Distressed Company