財務困難公司重整與再生策略探析

Abstract

近二十年來，國內經濟環境隨著國際財經變化而劇烈變遷，許多經營不善的公司因資金不足以清償債務而成了財務困難公司，公司聲請重整或直接宣告破產的家數也因而增加，不但對社會就業之安定造成負面影響，更影響台灣整體經濟的發展。 依照公司法相關規定，財務困難公司得依法申請重整，不管其目的是為了企業再生，或是為了阻止債權人行使其權利而進行聲請，重整的核心任務在於如何能夠成功的再生，以挽救債權人與股東的權益，同時解決員工的失業問題，這是一個複雜、但刻不容緩的課題。 本研究旨在探討財務困難公司重整與再生策略之內涵，並選擇國內企業重整再生成功與失敗的兩家公司個案，深入地探討成敗之間的策略與執行差異，從而歸納重整與再生策略成功與失敗的關鍵因素，期望因而建立一個可行的重整與再生策略模式，以作為日後財務困難公司之重整與再生。 本研究結果顯示，財務困難公司運用重整再生機制，應以重建公司價值為目標，而非為規避責任。重整公司企業主（大股東）的「誠信」是重整成功的核心因素，成功的重整再生策略必須在法律的規範下，以分別達成公司之「穩定困境維持營運」、「清理資產與債務」與「繼續經營重整再生」等短、中、長程之再生工程目標。

In the past two decades, domestic economy in Taiwan has changed rapidly due to cascades of changes of global economy. Accordingly, the appealing cases for corporate reorganization or bankruptcy due to insolvency were increasing tremendously. Unless a successful turnaround results comes out, corporate reorganization or bankruptcy eventually will not only create social instability due to a large-scale of layoff or downsizing, but also negatively affect local economy as a whole. However, many evidences show that many companies who appeal for reorganization simply try to prevent the creditors from exercising their claims, but are not working toward the goal of restoring the company value. In addition, although the newly revised corporate law offers a legal framework for corporate reorganization, it is not thorough enough to drive those financially distressed companies to pursue a successful turnaround. The present research is motivated by this concern and attempts to unravel the critical successful factors of turnaround cases after reorganization appeals by undertaking a qualitative research approach. To achieve this research goal, we choose two turnaround cases almost occurred at the same time period in Taiwan. One case is ended up with a successful turnaround while the other one is still in struggling and expected to be a failure case. By comparing case with contrasting results, we are able to draw common factors leading to differential results and hence postulate a set of successful turnaround strategy. This study found that the major shareholder’s commitment to restoring the financial viability of the financially distressed company, not simply avoiding the creditor’s claiming, is essential its turnaround results. Given their commitment, a bona fide personality of the execution team for turnaround is critical to achieving a success. We suggest goals pertaining to short-, mid-, and final-term of the corporate reorganization processes, which are (1) stabilizing the operations, (2) cleaning up assets and debts, and (3) rebuilding the operations respectively, and should be closely followed based on the legal guidance to ensure satisfactory results.