The Protection Of Minority Shareholder's Rights And Interests In Takeovers Of Listed Companies

Small shareholders of listed companies with controlling shareholders, in a weak position. In the securities market is very vulnerable from other market players to seek to maximize the violations against its own interests. And when their rights have been infringed upon, they have the ability of self-protection poor, and because of its economic potential, proof of the time and energy constraints and other reasons, it will be difficult to protect relief through legal channels.Require listed companies to borrow more and more to meet the realities of the capital market environment. The purchase of a practical level, which is the most representative of the United States, with its history of 100 years of development. M & A can say is a history. Each wave of mergers reflects a distinctive characteristics of the times, but each represents a typical acquisition type characteristics, without a doubt, U.S. takeover wave is the whole practice of purchasing a microcosm of the West. Therefore acquisition activities against the United States arising from the acquisition and related types of rational inspection and analysis of emerging issues. help solve the problems and contradictions and acquisition activities. Regulation to protect the interests of the shareholders in the level of major Western countries and introduce the relevant legislation, Ishikubo are mountains through the acquisition of the reference to China.In view of the current special situation, "the management of listed companies," as specified in the purchase agreement will focus In addition to following the principle acquisition system-public information, is a perfect make the following points : 1. The purchase agreement will be extended to trade stocks listed 2, provides a complete set of procedures and requirements during the 3. SFC to review the functions and the right to object, and its provisions for statutory procedures 4. purchase agreement and an offer to purchase the conversion and exemption 5, the stock purchase agreement for a change of custody. 6 to a mandatory requirement that a mandatory offer for 30% of the shareholding system. The shortage is no agreement on the purchase price of the shares set detailed rules and monitoring mechanism purchase agreement to acquire two business process management in the specific rights and obligations, and not clearly defined. And the assessed value of shares related to the acquisition agreement, the state-owned shares in the regulation, investors in the secondary market value, The changes in control of listed companies, etc., if the acquisition agreement of the relevant legal provisions merely in principle, In practice, the agreement will lead to distortions, it is possible insider trading violations caused by the controlling shareholder of the small shareholders.Offer known open offer for acquisition, the purchase is a transaction in securities, directly to a company to issue a public offer to all shareholders. in a specific period of time to buy all or part of their shares held by the company. to be in control of the company. In an offer to purchase, because of the acquisition were not directly over the target company and the shareholders agreement and the operators, therefore, Owners and operators of the target company's interests diverge, the target company's board of directors will play a crucial role in the acquisition of the company, specifically manifested in the anti-takeover measures and the use of anti-takeover evaluation. China's "management of listed companies," the directors of listed companies to identify, supervisors and senior management's fiduciary duty. From an overall perspective, the "Procedures Code," based on British "urban" take on the anti-takeover "shareholder's meeting decided to model", better integration of our practice adequacy of the relevant legal norms of listed companies, but the content needs to be perfected.How to tap the capital market through the acquisition of listed companies to improve their quality of the reorganization, and enhance overall competitiveness, future sustained and healthy development of China's securities market is faced with the greatest opportunity and greatest challenge. Like other emerging markets, the transfer of control of listed companies in China because of the friction between new and old systems, and adjustment The lagging market practice and regulations, particularly those relating to the acquisition of a listed company imperfect legal system. or in the near future, there have been some unforeseen problems that can not be solved mainly in the following areas : acquisition reorganization low transparency. deliberately circumvent regulation; to "shell" for the purpose of the statements of reorganization; secondary market regulations and other issues. "Securities Act" since July 1, 1999 implementation of the provisions of Chapter 1 of listed companies. guide the overall restructuring of listed companies as a programmatic law, which effectively promoted the acquisition of the entire market restructuring activities. But with the passage of time and the constant deepening of China's economic reform and its too simple principle gradually exposed the shortcomings of out. In this regard, "acquisition" and "disclosure of information," the successive introduction of the doubt, largely made up for this deficiency. Two other laws and regulations and the "Company Law" and the "Securities Act" together established the basic system of listed companies. to construct a complete reorganization of listed companies to purchase legal regulatory framework, will be the focus of attention on the changes in control of listed companies, based on the principle of full disclosure of information. established a mandatory offer to purchase the 30% holding, in order to protect the interests of small shareholders; Meanwhile, China Securities Regulatory Commission in connection with the change in control of the characteristics of the market, according to the purchaser applications can be made for exemption decision to lower costs and improve purchasing efficiency and optimizing the allocation of resources to further strengthen the functions of the securities market. to improve market efficiency, enhance transparency and credibility of the market. Related to the acquisition of listed companies, the company's operating goals, the target company shareholders and other stakeholders of the main many vital interests, the law needs to be a balance, coordination, while standardizing the market and participate in the conduct of the parties, to achieve the sound development of the transfer of control. However, in this multiple objectives to protect the interests of shareholders in particular in the weak position should be in the interests of small shareholders core position. This is a legal system to regulate the acquisition of the starting point, but it is also fair to achieve the ultimate goal of the law.