为创新经济发展模式、扩大对外开放力度，国家设立大湾区并着力将其打造为充满活力的世界级城市群和内地与港澳深度合作示范区。从定位不难看出，实行充分的市场经济和法治经济，为全国经济发展提供新的引擎和全新的模式，无疑是粤港澳大湾区的重要使命。要完成这一神圣使命，离不开破产重整制度。通过破产重整，挽救那些一时陷入财务困境和经营困境的企业，从而为湾区经济健康发展保驾护航。SX公司通过破产重整涅槃重生，就是破产重整制度保驾护航的典型案例。

一、企业初探：破产重整的机遇与挑战

1、SX公司基本情况

SX公司成立于1981年，于1994年在深交所上市，总股本约35000万股，其中流通股18000万股，限售流通股17000万股。

SX公司控股或参股四家实业公司，分别为科技公司、实业公司、饲料公司和西部公司。

2、SX公司重整受理情况

因不能清偿到期债务，经债权人饲料公司申请，深圳市中级人民法院（下称深圳中院）于2009年11月10日裁定SX公司进入重整程序，并指定北京市金杜（深圳）律师事务所担任管理人。

The NAIC’s Federal Home Loan Bank Legislation (E) Subgroup (the “FHLB Subgroup”) is considering, among other things, proposed amendments to the Insurer Receivership Model Act (“IRMA”) to provide certain exemptions for security agreements between insurance companies and Federal Home Loan Banks (“FHLBs”).

It finally happened. On 12 December 2011, New York Governor Andrew Cuomo signed Senate Bill 2713A into law. The bill, which was passed by the legislature in June, adds important provisions to the New York Insurance Law regarding the treatment of qualified financial contracts in an insurance insolvency proceeding.

On 30 November 2011, New York Senate Bill 2713A was delivered to the desk of Governor Andrew Cuomo for signature. If signed by the Governor, the bill will add provisions to the New York Insurance Law regarding the treatment of qualified financial contracts in an insurance insolvency proceeding. “Qualified financial contracts” include derivatives, securities lending, repurchase agreements, futures contracts and other financial instruments. These contracts are typically documented under master agreements providing for netting of obligations between the parties.

Thus far in 2011, six additional states have enacted the provisions from the National Association of Insurance Commissioners’ Insurer Receivership Model Act (“IRMA”) that govern the treatment of “qualified financial contracts” and “netting agreements.”

The IRMA provisions, which are modelled on the U.S. Bankruptcy Code, allow a party that has entered into a swap transaction with an insurer to exercise certain netting, collateral realization and termination rights without being precluded by the automatic stay that is imposed if the insurer becomes insolvent.

In a decision which has not yet been confirmed by the German Federal Court, the Higher Regional Court of Celle (an appellate court) has decided that a German policyholder of UK life insurer Equitable Life is not protected by a scheme of arrangement which had been approved by the London High Court in February 2002 (OLG Celle 8 U 46/09 from 8 September 2009). The claimant had challenged that, following the scheme of arrangement, he would have had received lesser profit payments. A final decision of the German Federal Court is expected at the end of 2010.