ABSTRACT Due to the global economic depression, enterprise bankruptcy and reorganization cases are increasing tremendously during the recent years. However, the current laws and regulations respecting reorganization and bankruptcy are not comprehensive enough to help the enterprises and protect the rights and interests of creditors and investors. It is a common place that the court could not render decision immediately and precisely while the enterprises file for reorganization when encountering financial problems, due to lack of sufficient information or clear provisions of laws. Therefore, some enterprises that were worthy to give assistance and should have had a chance to regenerate their business, had fallen into the destiny of bankruptcy. On the contrary, some other enterprises use the Bankruptcy Law as their protector to have their cunning maneuver happened all the time. By the comparison of the R.O.C. and America bankrupt systems, the author has tried to find out how to appraise the enterprise while a financial crisis occurs. It is the author's hope that this thesis could provide the investors with an accurate and effective assessment principle to assist the enterprises out of the predicament, and furnish the government a helpful reference for amending the bankruptcy law. This thesis includes the comparison of the differences between R.O.C. and American bankrupt systems, some certain grave Chinese and American enterprises bankruptcy and reorganization cases that happened in the recent years, as well as the analyses of the relevant provisions of Company Law, Bankrupt Law, Law Governing Merger of Financial Institutions, Financial Holding Company Law, and Merger and Acquisition Law. The objects of all these analyses and comparison are to interpret the insufficiency and implicit points of current laws and regulations. This thesis has also applied and analyzed some theories about corporate governance. This research does not cover the procedures of liquidation and personal bankruptcy.