Theory On Legal Protection Of Minority Shareholders' Interest In Tender Offer

In the world, the protection of minority shareholders in the tender offer has not been new subject. Japan, Germany, Britain, the United States and European Union have already had their relevant legislation. The United States and the United Kingdom have had more comprehensive and complete rules. And, China also has the corresponding provisions in laws. from Nanganggufen acquisition, coupled with the rapid development of securities markets, there have been growing cases of the tender offer. yet, small shareholders have been pushed to the cusp of the tide. For this trend, we must pay more attation to the protection of the minority shareholders'interest and improve the relevant legislation to facilitate economic development.This article describes mainly from three aspects, concluding the acquirer, the controlling shareholders and the board considered. Moreover, it puts forward sound proposals for the protection of the interests of minority shareholders. The first part describes the basic theory of the tender offer and the protection of minority shareholders'interest, clearing the meaning and characteristics of the tender offer and analysising the weak position of minority shareholders and its causes. From both legal and practical parts, the article explains the importance of protecting the interests of shareholders.The second part, the existing problems of legal protection in the interests of small and medium shareholders in takeover offer in Our country. the law of the interests of minority shareholders protection, the article discusses in three areas of the information disclosure system, takeover system and the regulation of anti-takeover as the parts of substantive law. It also explores the judicial protection of the interests of minority shareholders, which concludes mechanism of direct action and shareholder lawsuits on behalf of the starting mechanism. From substantive law in the Information disclosure system, it analyses the obligations of information disclosure both from the acquirer and the board of directors, and then it discusses intermediary organization supervision to the imformation in the tender offer. the existing laws provids inadequately for the information disclosure obligations from the acquirers. The Changes in holding proportions of major shareholders for imformation disclosure is too high to understand the intention of acquiring and additional informations for minority shareholders.For mandatory tender offer, our"Securities Act"on the"trigger point"requirement is biased."Continue to make acquisitions"in the tender offer is not conducive to protect the interests of minority shareholders, because it virtually start to improve the standard of the target company for takeover offering. For the Legal regulation of Anti-takeover activities ,the missing for criteria to judge of duty of care for director is exgisting in our country and the problem of self-decision of anti-takeover is all the same. For the Procedural law , the article discusses the Common problems of minority shareholders litigation in Takeover offer. For shareholders, the scope of the defendant of direct action mechanism is too narrow. It isn't conducive to filed a lawsuit for Small and medium shareholders. In the shareholder representative litigation, our principle of proof under current law can not effectively protect minority shareholders'rights. For the third part, the improving for the existing problems of legal protection is corresponding to the last part. For the substantive law part, the ratio should be reduced that major shareholders disclosure the informations as appropriate. the "trigger point" in "Securities Act" also should be deviceaed. The term"Continue to make acquisitions"should be removed. And, for the regulations of the Anti-takeover activities, our shareholders should be given the entitlement of anti-acquisition decision-making .For the Procedural law part, in mechanism of direct action, the defendant range should include the acquirer. To determine whether the independent directors should be listed as defendants, the court should judge according to specific circumstances. In shareholder lawsuits on behalf of the starting mechanism , the principle of evidential inversion should be established.