Institutional Bigwigs Turn Into "Old Lai", "All The Profits," Bad Assets Disposal Of Wilderness.

A senior executive who enjoys prestige in the industry has become a "Lai Lai" in the twinkling of an eye.

According to the information reported by the economic news reporters in twenty-first Century, a senior manager of a financial institution in Beijing was taken to the court because a company that had not participated in the stock market was liquidated in time. The plaintiff was a private non-performing asset disposal company. The actual controller of the company was sent to prison in the early years, and the company involved a large number of corporate debts. Therefore, as a shareholder, the company was advocated to undertake unlimited joint and several liability.

"Unlike public perception, the responsibility of a limited liability company is not just registered capital, but shareholders are bound to bear unlimited joint and several liability under various circumstances." According to a legal profession in Beijing.

The non-performing assets management agencies also sought to recover some of their claims from the state-owned AMC institutions through the prosecution of other shareholders by looking for the "loopholes" in the field, which turned the bad assets of state-owned AMC institutions into "high quality assets".

According to industry sources, through the transfer of layers, the transfer price of many claims may only be 3% to 5% of initial claims, with huge profit margins.

"There are also a number of law firms that deal with such non-performing assets. Lawyers buy their claims and collect them through the advantages of legal proceedings." A local Asset Management Co executive said.

The production of "partial door" business

The reason for this kind of case to cause market concern is that many small and medium shareholders have no right to participate in corporate governance according to the current domestic market environment.

"Because the company did not pay the capital, and the year was too long, it almost forgot the existence of the enterprise." The above-mentioned executives pointed out when interviewed.

According to the twenty-first Century economic report reporter tracking survey, the disposal circle of non-performing assets has quietly emerged a new disposal method.

Some companies take a large number of claims from the Asset Management Co in the form of asset packages, and then prosecute the debtors' shareholders, thereby damaging the interests of the creditors of the company, and recourse to the debtor's shareholders to recover assets.

According to the press survey, such companies often involve many legal proceedings, and even hundreds of lawsuits against shareholders or companies have been infringed on "shareholders' damage to the interests of creditors".

Shareholders' damage to the interests of creditors is not only the key to such a lawsuit, but also the key to start the "unlimited joint liability" of small and medium shareholders.

Our reporter has read many cases of similar cases to understand that on the terms of application, non-governmental Asset Management Co mainly use "shareholders of limited liability companies, directors and controlling shareholders of Limited by Share Ltd, who are unable to perform liquidation due to their failure to fulfill their obligations, resulting in the loss of the company's main assets, books and important documents. Creditors claim that they should be jointly liable for debts of the company, and the people's court should support them in accordance with the law."

But in some cases, there are some paradoxes. Because the prosecution is mostly small and medium-sized shareholders, and small and medium-sized shareholders often do not participate in the daily operation of the company, and can not control the liquidation matters, it also triggered the differences between the relevant shareholders should bear joint liability.

"Because the actual controller is in prison, we can not get the official seal and business information." The executives said frankly.

However, for non-performing assets management institutions, it is a blue ocean to prosecute debtors' shareholders to claim high profits according to the value of the original financial claims. From the point of view of industrial and commercial information, this type of organization is often titled the brand of Asset Management Co, and the main staff member is a lawyer.

"This kind of non-performing assets disposal company is a profit oriented enterprise, and a large number of huge claims are transfered from the Asset Management Co in the form of assets package, and then the debtor company shareholders are prosecuted, which is actually a profitable behavior." A lawyer from a law firm in Beijing analyzed.

In fact, in this kind of business logic, the original creditor can not get the effective compensation of the creditor's rights, but on the contrary, it has spawned the high profits of the non-performing assets disposal institutions, and also caused the related organizations to sprout up like mushrooms.

According to the respondents, a series of grey areas appeared in the process of transferring large amount of creditor's assets to the state-owned AMC institutions. According to public information, after the office of the Central Commission for Discipline Inspection and the State Supervision Commission, the first financial case formally dealt with is Huarong Lai Xiaomin case. Huarong is one of the four major state-owned AMC.

New businesses are springing up.

In twenty-first Century, the economic report reporters combed, in the open information, there are more and more cases involving "shareholders' damage to creditors' interests".

This reporter random inquiry found that run wood Wealth Investment Management Group Co., Ltd. (hereinafter referred to as "run wood fortune"), Huizhou Oriental joint industrial Co., Ltd. (hereinafter referred to as "Oriental Union"), Yingtan Jin Chan Jun Hui investment limited partnership (hereinafter referred to as "Jin Chan Jun Hui") and many other companies involved in such disputes.

Specifically, according to the data from Kai Xin Bao, there are 69 records of the prosecution of others or companies by the shareholders of run wood wealth because of shareholders' disputes over the company's creditors' interests and disputes. There are 40 records for the prosecution of others or companies because of shareholders' disputes over the company's creditors' interests and liabilities. There are 43 records of cicada's prosecution of others or companies because of shareholders' disputes over the company's creditors' interests and liabilities.

According to a document obtained by the economic news reporter in twenty-first Century, in a recent case of run wood wealth, a small shareholder of an enterprise in Beijing claimed that he could not take responsibility for the company's liquidation duties, nor participated in the actual operation of the company because he was unable to control the company. He was ultimately responsible for the unlimited joint and several liability.

Kai Xin Bao's public information shows that the case is worth 5 million yuan. "According to the industry practice, the transaction price should be less than 500 thousand, and the profit margin is much higher than the general asset management business." Beijing, a non-performing asset management agency pointed out.

In fact, in this case, the same coincidence occurred. First, the state-owned AMC institution took the bad assets, and sold it to the private non-performing assets institutions in just four months. As for state-owned AMC institutions, why do they not carry out the disposal of non-performing assets themselves and transfer the profit space up to 10 times?

"In a short span of 4 months, the transfer of state-owned AMC institutions in the practice of very few operations, the disposal cycle of state-owned AMC should be 3 to 4 years according to convention."

An official of a state-owned AMC's former business in Beijing told reporters that the principle of disposing of this kind of creditor's rights by state owned AMC institutions is to handle operational assets and take the initiative to circumvent the social risks arising from advocating rights for small and medium shareholders, especially small and medium shareholders.

This may be the background of a large number of non-performing assets being transferred rapidly into the private market in the hands of state-owned AMC.

"Similar non-performing assets disposal institutions are actually profit-making institutions specializing in investment business, and they have been forced to execute bad financial claims for many years from state-owned AMC to Asset Management Co in the form of asset packages." A responsible person in charge of disposing of non-performing assets in Beijing told reporters that in recent years, more and more non-governmental assets management agencies have been in the public. Through various means, they have acquired financial claims for non-performing assets. Therefore, some "fresh" claims have been transferred to the private market and become popular.

"Knowing that shareholders may be harmful to the interests of the creditors of a company, if the creditor's right is far lower than the contractual amount of the financial contract, then the shareholders of the debtor should be prosecuted for compensation according to the value of the original financial creditor on the basis of the shareholder's damage to the interests of creditors. The lawyer said above.

In twenty-first Century, the business reporter found that the wealth of run wood was established in 2009. The registered capital of the company is 60 million yuan, and it is owned by Zhou Fuzhu 100%.

The company's official website shows that its core businesses are the disposal of non-performing assets, the operation of non-performing assets, the acquisition of non-performing assets and so on. According to its introduction, the company has the team and team of lawyers in the professional fields such as tune up, wind control, finance and disposal, and has accumulated rich experience in handling and extensive social resources. At the same time, it has established a perfect and rigorous asset screening and risk control management system.

Its staffing is also very luxurious, with nearly 100 asset handling teams, of which more than 30 lawyers and more than 20 officers and four senior state-owned AMC executives. The management team includes university law school professors, senior lawyers and so on.

Dispute to be solved

The legal provisions of shareholders' disputes over the interests of creditors are only found in the two eighteenth judicial interpretation of the company law of the Supreme Court. In the past, such claims were mostly dealt with in the enforcement of the court by the additional shareholders as co executors, or creditors applying for compulsory liquidation. In recent years, cases of joint and several liability for shareholders' claims to creditors have been increasing year by year. An intermediary in Beijing said when interviewed.

Although it seems that from a moral level, such companies use such less common "partial door" means to deal with bad assets, resulting in high profits, or there is a possibility of disrupting the market. But in practice, there is no clear case proof.

In twenty-first Century, the economic report was contacted by the relevant person in charge of the company, which is specialized in industrial and commercial services. As a result of this increasing number of cases, this year, through sales personnel, enterprises are reminded constantly that "once the business is closed, the liquidation will be cancelled." However, because some shareholders of enterprises have common sense errors in the determination of limited liability, they think that their liabilities are within the scope of subscribed funds, and small shareholders do not participate in the operation without risks. Therefore, they often ignore the difficulty of liquidation and the cost of liquidation.

"Once the company has an unknown debt, small shareholders often regret it." According to the source, in the current market environment, this problem is becoming increasingly acute because of the frequent occurrence of enterprise risk events. In recent years, the relevant cases have been increasing.

"The relevant company can enjoy the creditor's right of the transferable financial contract, continue to enforce the law in the court as the applicant's executor, and enjoy the right to perform profits while carrying out the risk, instead of replacing the original creditor, claiming the right according to the original contract amount. But these views are in the exploratory stage at present, and there is no effective way of thinking about cases in the courts. The lawyer said before.

That is to say, whether or not the relevant non-performing assets disposal companies are suspected to be profiting from the provisions of subjective abuse of laws is still in line with the legislative intent of the Supreme Court's judicial interpretation of company law two.

Some people in the legal profession hold quite different views. For example, another partner from another law firm in Beijing responded to this reporter's view that "there is no legal basis to accuse such companies of making profits."

"A large number of companies should be liquidated without liquidation or even deliberately disbanded to dissolve their debts after the dissolution of the company. When the creditor claims the creditor's rights, the directors or controlling shareholders of the limited company or the joint stock company are not responsible for the company's debts because of the fact that they are not the actual controllers or do not participate in the actual management, thus seriously damaging the interests of creditors and jeopardize the order of the market economy." The source pointed out.

In fact, the essence of things is that creditors are maintaining their legitimate rights and interests, and there are many ways to use them. If you do not pay back your debts, I will defend my rights in many ways. It is only one way to sue the courts. Generally speaking, the main defendants are debtors, but the relevant persons associated with the debtors may also be brought to justice, such as some affiliated institutions that have been secured. " A local Asset Management Co executive told the twenty-first Century business news reporter.

Disputes remain, business is still there. The industry is similar to run wood wealth, the establishment of a lawyer team, specializing in such a living agency more and more. According to the information disclosed by the above Asset Management Co executives, there are also direct purchase of claims by law firms to deal with such non-performing assets.

According to our reporter's investigation, there are even a more wilderness growth industry in the clearing team, property operation companies, Real Estate Company and so on.