Consummation Of The Merger System

Corporate merger is an effective way to improve the strength of the company and expand the size of the company. U.S. companies have achieved rapid growth through five merger waves. As the Nobel laureate in economics, Stigler said: No major U.S. companies did not grow up through some form of mergers by a certain degree; almost no large companies rely mainly on internal expansion to grow up. In China, a new round of merger is in full swing in progress. In this new round of merger wave, Chinese companies is not only limited to domestic mergers and acquisitions, but also actively involve in overseas mergers and acquisitions, which is very positive for improving the competitiveness of Chinese companies. Corporate merger is the fundamental change in the company, which is closely related to interests of shareholders. The current legal system of merger can not provide enough protection to minority shareholders.Controlling shareholders, minority shareholders and company management are diversified in interests, resulting in the damage to the rights of shareholders in the merger process events. Therefore, the protection of minority shareholder rights is particularly urgent in the merger process, It is through this merger legal system of the company to achieve the purpose of protecting the rights of minority shareholders. This paper contains the following parts:Chapter One: The basic theoretical research on the protection of minority shareholders in corporate merger. This part describes the basic theory of the merger. In this section, the author summarizes the four substantive elements of corporate merger, and then introduced the classification, procedures, and significance of corporate merger. Chapter Two: The review of China's current system of the merger resolution. In this part, analysis of the merger resolution and modified recommendations are made. Chapter Three: Assessment of dissenting shareholder and cash option were made comparative analysis. Chapter Four: the legal control the combined ratio of the company. In this section, the author proposed the establishment of inspection systems and the public system to ensure the impartiality of the combined ratio. Chapter Five is mainly on the invalid merger action system.