Protection Of Minor Shareholder During The Share Repurchase

The share repurchase is the legal act that a stock company repurchases by some way its own emitted shares for some certain proposes. The share repurchase will substantially cause the decrease of capital, during which may largely abuse share repurchase system causing kinds of the legal problems, so the share repurchase is restricted or prohibited strictly. Undeniably, as an operation of capital, the share repurchase has unexampled economic functions and is widely use in practice. With these facts before you, major countries in the world including Chinese Corporation Law adopt the legislation on share repurchase which prohibits in principle and permits in exception. What's more, other countries including U.S.A, adopt the opposite legislation.As the modem open company is the model that ownership and management right are separated, the minor shareholders in company are far from the company's final control power. Compared to major shareholders, the minor shareholders naturally are in week position because they hold lower proportion share. As a result, the share repurchase is used to seek their own interests and to harm the minor shareholders'interests by major shareholders. When the minor shareholders interests are harm, they are hard to be protected by law because they are little capable to protect themselves and limited by the endurance of economic, inducing evidence, time, spirit etc. The interests conflict between major shareholders, company directors and minor shareholders are unavoidable, so it is worth regard that gives the interests of minor shareholders special attention and protection.The share repurchase is the system which the most countries'Corporation Law in the world generally established, the important financial instruments of the mature capital market in the west, and also is the more familiar mode of capital operation and corporation management. When the share repurchase benefits the capital market enormously, it also challenges the protection of the minor shareholders because of its own inherent abuses. So how to balance between the encouragement and advance to the canonical share repurchase and the restriction and avoidance of the share repurchase to the disadvantages for minor shareholders, the effect of law is vital important.The thesis consists of three chapters, and it is organized as follows: Chapter1introduce the basic concept of the share repurchase, the advantages and disadvantages of the share repurchase, and the kinds of cases which may encroach on the shareholders during the share repurchase; Chapter2 analyses the reasons of the shareholders during the share repurchase and the legal basis of the shareholders'interests, elaborates the necessity of the shareholders'protection and the legislation about the share repurchase in the world.; Chapter3 expounds the dependent legal measures about the protection of the shareholders during the share repurchase which other countries adopt, establishes the principle of the protection of the shareholders, puts forward the improvement of the legal protection system on the protection of the shareholders, increases the level of legal protection of the shareholders in our country. By the way, considering the new regulations of Corporation Law and the advanced legislation about the overseas countries, it suggests some ideas to advance the legislation of the share repurchase, which are based on the fact of our country, to make the system of share repurchase more fit the development of our market.