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一、关于企业兼并的法律特征在法学上,企业兼并是企业合并的形式之一。在传统公司法中的公司合并有两种形式,即吸收合并与创设合并。前者是指两个或两个以上的公司合并后,其中仍有一公司存续,而其他公司则归于消灭;后者则指两个或两个以上的公司合并后悉归消灭,而另外组成一个新的公司。综观国外有关企业兼并的理论与实例,凡谈及企业兼并,一般均指吸收合并而言,有的则称之为企业收买。由此可见,所谓企业兼并就是企业间的吸收台并,亦即一个或一个以上的企业被另一企业所吸收并丧失其法人资格,从而实现企业产权有偿转让的法律行为。分析企业兼并的基本含义就其终极的法律后果而言,可以看出企业兼并具有以下法律特征; 第一,企业兼并是被兼并企业法人资格的取消。企业一旦被兼并,其主体资格便随之消亡,
I. Legal characteristics of corporate mergers In law, corporate mergers are one form of business mergers. There are two forms of corporate merger in the traditional company law, namely merger of absorption and creation. The former refers to the merger of two or more companies, of which one company still exists, while the other companies are eliminated; the latter refers to two or more companies merged and eliminated, and the other forms a new s company. Looking at foreign companies’ theory and examples concerning mergers and acquisitions, when it comes to mergers and acquisitions, they generally refer to absorbing mergers, while others refer to corporate buying. It can be seen that the so-called corporate merger is the absorption between companies, and that is, one or more companies are absorbed by another company and lose their legal personality, so as to achieve a legal transfer of corporate property rights. Analysis of the basic meaning of corporate mergers As far as its ultimate legal consequences are concerned, it can be seen that corporate mergers have the following legal characteristics. First, corporate mergers are the cancellation of corporate qualifications of merged firms. Once the company is merged, its qualifications will disappear.