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Yritysjärjestelyt ja maksukyvyttömyys : yhtiö-, vero- ja insolvenssioikeudellinen tutkimus

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Yritysjärjestelyt ja maksukyvyttömyys : yhtiö-, vero- ja insolvenssioikeudellinen tutkimus

The corporate transactions can be used to support but at the same time weaken solidity, solvency and competitiveness. The risks of the interest groups in the corporate transactions differ. They are affected by the future solvency of the company, restructuring or bankruptcy and the premature interruption of the initiated restructuring or bankruptcy and the stage of insolvency in which the arrangement will be carried out. Company, tax and insolvency regulations differ and thus affect widely the risk of repaying, cutting or losing the capital of the shareholder or the creditor, or the order of priority as well as the vitality of the company and the rehabilitating of the continuable business. The corporate transactions and insolvency indeed challenge the objectives, the regulation and the effects of these different judicial sectors.

This study focuses on the illustrating and analysis of the effects of company, tax and insolvency regulations on the corporate transactions, which are related to the insolvency and on the later judicial consequences of the change or termination situations of the company. In the study the empiric and legal study are combined methodologically. The empiric material consists of 92 final acts of district courts concerning 88 restructuring companies. In addition, 146 (interim) financial statements of them were analyzed. The legal study focuses on the effects of company, tax and insolvency regulations on the corporate transactions, which arose based on this material.

Combining the empiric and the legal study of the different juridical sectors illustrated the significance of managing the wholeness of corporate transactions. The study presented several situations related to corporate transactions and insolvency, which have significance in the controlling of solvency, the restructuring and rehabilitation of corporate management as well as bankruptcy. Five phenomena can be highlighted in the research results: the effect of the voting behaviour of the approval of restructuring programme on the commitment and expiration of the corporate transactions, the questionableness and effects of expiration on the composition of the capital loan which has almost become an established restructuring practice, the possible effects of the implication of income taxes on the supporting of debt composition and the weakening of conversion, the challenge in appropriateness between the secured debt autonomy of a compulsory composition and the rehabilitation of the debtor company and lastly the resulting effects on the unreality of income expectations for a merger.

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