A Study On The Protection Of Minority Shareholders' Rights And Interests In Takeovers Of Listed Companies

The majority shareholders and purchasers have own advantages in capital and information, and they may harm minority shareholders to benefit themselves in the course of takeover. Separation of management rights and ownership will result in transfer of power center from shareholder general meetings to board of directors. Owing to power expanding and harm of managers' interests in the course of transfer of controlling power of company, Managers of listed companies will harm minority shareholders. The interests of minority shareholders was often harmed in the course of takeover, because of immatureness of China's securities market and faultiness of China's laws and regulations of takeover.So how to protect minority shareholders of target companies will always be the main target for law scholars, supervisors and minority shareholders. Through analyzing the present situation of rights and interests protection of minority shareholders in the course of takeover, drawing on the experience of lawmaking and practicing on takeover in the developed countries and discussing the value goal of lawmaking of takeover and the basic principles of interests protection of minority shareholders in the takeover of listed companies, this article tries to construct a comprehensive protection system for minority shareholders of target company in three aspects: company inner structure governance; supervision of securities market and securities civil compensation, by using the research methods of empirical study, economy science and comparative study.