In business practice, the principle applies that assets are sold optimally if the sale process is adapted to the type of assets and is carried out in the usual business manner. In the case of the sale of a controlling stake or large sets of an enterprise's property, this is generally carried out in accordance with the internationally established Mergers and Acquisitions (M&A) transaction structure.
The sale of these assets can also occur in bankruptcy, where due to the coercive nature and protection of creditors the procedure is very rigid and specific and differs greatly from the usual structure of the M&A transaction and, consequently, does not always bring the most optimal results. Therefore, in order to implement the principle of the most favorable repayment of creditors, more precisely, in order to achieve a higher selling price, it makes sense to bring the sale process in bankruptcy closer to »business-as-usual«.
The fundamental question that at this point arises is to what extent the actual sales process under the ZFPPIPP differs from the business-as-usual one, what approximation the current legislation allows and where changes in the legislation are needed. The thesis compares both types of sales process, determines how to choose and structure the most optimal way of selling in bankruptcy proceedings, and indicates some possibilities for improving efficiency or even proposes changes in legislation. At the end, theoretical findings are applied to the analysis of the sale of Merkur Trgovina, where there was a bankruptcy sale of a 100% share owned by a bankruptcy debtor Merkur, trgovina in storitve d.d. in the company Merkur Trgovina d.d., which arose as a result of the spin-off of the debtor's healthy bussines core in the compulsory settlement.
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