近几年，受技术红利、产品市场、资本市场政策等多方面因素的影响，一些具有中国元素的美国公司寻求在中国境内（“境内”）市场的融资，探寻落地境内进而实现境内IPO的路径，但是，基于中美法律、税务系统的差异，在论证重组路径的过程中经常会耗费大量时间和金钱成本，往往因创始人和股东的美籍身份在重组过程中面临巨大的美国税负而导致重组搁浅。本文结合我们的实操经验对美国公司重组落回境内涉及的相关要点问题进行分析。

一、架构拆除的必要性

根据我国《公司法》，上市公司是指股票在证券交易所上市交易的、在中国境内设立的股份有限公司。但是，对于境外主体在境内A股上市的突破体现在根据《关于开展创新企业境内发行股票或存托凭证试点若干意见的通知》规定红筹企业允许发行股票或存托凭证在境内上市，例如“H公司（证券代码：688***）”以红筹企业通过直接跨境发行股票的方式以及“J公司（证券代码：689***）”以红筹企业通过发行存托凭证（CDR）的方式在境内上市，但前述情形下对于拟上市公司“红筹企业”的行业、预计市值等方面要求较高，且“红筹企业”一般被认为是注册在境外，主要经营活动在境内的企业[1]。因此，对于主要业务运营在美国且融资平台注册在中国境外的主体目前仍难以在境内直接上市。

When being sued, corporate and individual defendants should always confirm that the plaintiff has not been previously discharged in bankruptcy and failed to disclose the claim in the proceeding as an asset of the bankruptcy estate. In Guay v. Burack, 677 F.3d 10 (1st Cir. 2012), the plaintiff brought numerous claims against various governmental entities, governmental officials and a police officer.

Masuda, Funai, Eifert & Mitchell routinely represents creditors in bankruptcy proceedings in order to protect their contractual and legal interests and rights to payment. The following is a list of some recent larger U.S. bankruptcy filings in various industries. To the extent you are a creditor to any of these debtors, or other entities which may have filed for bankruptcy protection, you as a creditor are entitled to certain protections under the Bankruptcy Code.

AUTOMOTIVE

The following is a list of some recent larger U.S. bankruptcy filings in various industries. To the extent you are a creditor to any of these debtors, or other entities which may have filed for bankruptcy protection, you as a creditor are entitled to certain protections under the Bankruptcy Code.  

DINING  

Giordano’s Enterprises Inc. filed for Chapter 11 bankruptcy along with 32 of its affiliates.  

Garden Operations Realty LP, the parent of New York bagel manufacturer H&H Bagels, has filed for Chapter 11 protection.  

The following is a list of some recent larger U.S. bankruptcy filings in various industries. To the extent you are a creditor to any of these debtors, or other entities which may have filed for bankruptcy protection, you as a creditor are entitled to certain protections under the Bankruptcy Code.

ADVERTISING

Advertising firm Vertis Holdings Inc. has landed in bankruptcy court for a second time, filing a prepackaged Chapter 11.

PUBLISHING

The following is a list of some recent larger U.S. bankruptcy filings in various industries. To the extent you are a creditor to any of these debtors, or other entities which may have filed for bankruptcy protection, you as a creditor are entitled to certain protections under the Bankruptcy Code.

HEATING & AIR CONDITIONING

Wolverine Tube Inc. and several affiliates filed prearranged Chapter 11 petitions after reaching a deal with noteholders.

FINANCIAL

Ambac Financial Group Inc. filed for Chapter 11 protection.

The following is a list of some recent larger US bankruptcy filings in various industries. To the extent you are a creditor to any of these debtors, or other entities which may have filed for bankruptcy protection, you as a creditor are entitled to certain protections under the Bankruptcy Code.

NOVELTY

Party and novelty goods company Oriental Trading Co., Inc. has filed for Chapter 11 protection with a prepackaged plan of reorganization.

OIL

The following is a list of some recent larger US bankruptcy filings in various industries. To the extent you are a creditor to any of these debtors, or other entities which may have filed for bankruptcy protection, you as a creditor are entitled to certain protections under the Bankruptcy Code.

GAMING

Riviera Holdings Corp., owner of Las Vegas’ Riviera Hotel & Casino, has filed for Chapter 11 protection.

RAZORS AND BLADES

Masuda, Funai, Eifert & Mitchell routinely represents creditors in bankruptcy proceedings in order to protect their contractual and legal interests and rights to payment. The following is a list of some recent larger U.S. bankruptcy filings in various industries. To the extent you are a creditor to any of these debtors, or other entities which may have filed for bankruptcy protection, you as a creditor are entitled to certain protections under the Bankruptcy Code.

AIRLINES

Masuda, Funai, Eifert & Mitchell routinely represents creditors in bankruptcy proceedings in order to protect their contractual and legal interests and rights to payment. The following is a list of some recent larger U.S. bankruptcy filings in various industries. To the extent you are a creditor to any of these debtors, or other entities which may have filed for bankruptcy protection, you as a creditor are entitled to certain protections under the Bankruptcy Code.  

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