Protection Of Minor Shareholder's Interests In Takeovers By Offer

Among the three parties concerned in public companies' takeover by offer ,namely, the purchasers, the management authority or minor shareholder in the target company, those minor shareholders are in an inferior position within takeover by offer according to their ability both in information acquisition and its analysis. So it is more advisable to provide special protection for them lest their interests should be violated. The whole situation of legislation on company takeovers by different countries shows that protection of minor shareholders' interests are generally realized in two ways. One is to control the purchaser' activity, that is to say, to limit their pillage to minor shareholders by means of their dominant position through endowing them strict obligation of information release and obligatory takeover by offer. The other is to stipulate the anti-takeover of the management authority in the target company. Some western countries have formulated detailed legislation on concrete measures and decision-making power during anti-takeover to help protect minor shareholders' interests.China's takeover by offer is later than that in the countries whose capital market is more developed in securities rules ,investment ideas, and so on. Through in 2003,relatively typical type of takeover by offer appeared in capital market and the protection of minor shareholders' interests in the target company has become the purpose of legislation ,the expected goal has not been achieved completely. So it is necessary to establish a perfect system to protect minor shareholders' interests in the target company. So we should learn more from precedent experience of legislation and improve the market structure of distribution of stock rights at the same time ,then realize the same shares including the same rights and the same benefits even the same prices. Only by this can our takeover by offer develop healthily and at last minor shareholders' interests can be protected.