Research On Protection Of Medium And Small Shareholders During The Acquisition Of Listed Company

The listed company acquisition can have an effect on the rights and interests of the shareholders of the objective company, especially on the medium and small shareholders. The act of the listed company acquisition has relation with interest of lots of subjects. The instinct of the acquisition constitution is how to deal with the conflict among these subjects and seek the balance point of the interest, however, among these subjects, the medium and small shareholders, especially of the objective company, are often on the disadvantageous position, whose legal right is easy to be injured. Therefore, it is necessary to research on the protection problem of the medium and small shareholders'rights and interests of the objective company during the listed company acquisition.This paper is aiming to enhance inner and outer protection mechanisms of the medium and small shareholders of the objective company through discussing about the damages on the medium and small shareholders'right from the perspective of different rights subject like medium and small shareholders, the manager, the large shareholder and the buyer, according to the basic principle of the medium and small shareholders'right protection of the objective company, and through discussing about the different damage on the medium and small shareholder during the list company acquisition process and post-process, and through demonstrating the institution design of the objective company's medium and small shareholders'interest protection from the legal protection, the administrative supervision and the judicial remedy. I have four chapters in the paper as follows: The first chapter demonstrates the basic theory in the protection of medium and small shareholders during the listed company acquisition, including three parts: the legal definition of listed company acquisition and the legal quality : the form and effect on the medium and small shareholders'rights by the listed company acquisition;Firstly, it gives a narrow definition of the listed company, that is, the acquisition for the company control right. The object of the listed company acquisition is to acquire the control right of the objective company. Secondly, it analyzes the relation among these subjects in the listed company acquisition, including the conflict among all the subjects, between the buyer and the objective company share, between the big shareholder and the medium and small shareholders, and coordinates the relation among the buyer, the objective shareholder and the objective manager in legal, then seeks the best balance point in interest. Finally, it puts forward the legal quality of the listed company acquisition, which is a kind of the share business act, which is a kind of business act to transfer the objective company control right through the buyer's buying the objective company share. Except the contract acquisition and the agreement acquisition, the listed company also has other legal forms, such as acquisition of competitive price (that is public market business), administrative transfer, big deal, indirect acquisition and so on.The second chapter analyzes the necessity of the protection of the objective company's medium and small shareholders during the listed company acquisition, including two parts. Firstly, it analyzes the relation among these subjects in the listed company acquisition, including the conflict among all the subjects, between the buyer and the objective company share, between the big shareholder and the medium and small shareholders, and coordinate the relation among the buyer, the objective shareholder and the objective manager in legal, then seeks the best balance point in interest. Secondly, it analyzes on the necessity of the medium and small shareholders protection.The third chapter illustrates the basic principle of the medium and small shareholders'rights protection during the listed company acquisition. We must insist on the principles of publicity, equality and fairness in the bond law, which is the premise and base, so that we can effectively protect the medium and small shareholders'right during the listed company acquisition. And it separately illustrates the equal principle of all the shareholders in the objective company, fully public message principle, the honest responsibility principle and the principle of ensuring the manager to be honest with the shareholder's interest.The fourth chapter, which reflects the opinion and the suggestions on the medium and small shareholders'rights and interests of protection institution improvement of the author during the listed company acquisition, is the core part of the paper. There are three parts in this chapter, which demonstrates separately from the constitution protect, administrative supervision and judicial remedy.The first part expounds that the legislation protection of medium and small shareholder's rights and interests during the listed company acquisition, separately from the full information disclosing system, forcing offer invitation purchase system, shareholder vote right eliminate system, the counter-purchase process legislation rules and regulations and the company management aspects performs to elaborate. The aim of listed company purchase disclosing information system is to help the investor fully obtain the information, and to avoid the target-company medium and small shareholder from injuring their interests in the securities business information asymmetrically, about the forcing offer invitation purchase system, the previous"securities Law"of China uses forced comprehensive offer invitation purchase mode, the edited"securities Law"adds part offer invitation purchase mode, it is more advantageous for protecting the rights and interests of medium and small shareholder during the listed company to purchase the target-company, shareholder vote right eliminate system is the basic safeguard which the shareholder voting right can be fair and free to use, its function is to avoid the holding shareholder from using their share holding predominance to injure the benefit of company and other shareholders, the present legal system of China has the legislation blank in the counter-purchase system that is extremely disadvantageous to protect the right and benefit of the target-company medium and small shareholder, the author thinks that China should establish the counter-purchase rules and regulations, simultaneously uses British legislation mode, The shareholder deriving lawsuit system, not only consummated and enhanced medium and small shareholder's rights, and also endowed the possibility of medium and small shareholder to adopt the judicial relief, but still lacks operation character in the implement process, and specifically the implement aspect has insufficiency and needs to be improved and consummated. The author believes that it is the most effective and basic solution to protect the medium and small shareholder's rights and interests on the listed company to purchase the target-company. The second part moderately strengthens the supervision of the listed company purchase aspect further to prove the protection of medium and small shareholder's rights and interests on the listed company when purchasing the target-company of China, the author believes that to encourage the listed company purchase doesn't mean that the standard normative questions isn't important, therefore we must give it essential supervision to protect the legitimate rights and interests of the medium and small shareholder.The last part expound mainly in two aspects the judicial relief of medium and small shareholder's rights and interests on the listed company when purchasing the target-company, to consummate the lawsuit right of medium and small shareholder and civil compensation mechanism. The stipulation of the newly edited"Company Law"makes a great progress, but still lacks operation character, and especially the implement aspect has insufficiency and needs to be improved and consummated.