Study On Company Legal Institutions As For Protection Of Minority Shareholders' Rights

As the weaker of the investors in modern company, minority shareholders are often losers in companies ruled by controlling shareholders in the pretext that for the company's need in its production and management. This not only goes against the equal principle advocated in civil activities, but also suppresses the investment enthusiasm of minority shareholders, and furthermore, influences the healthy development of social economy. However, in our country, whether statutory or judicial practice had ignored such things for a long time, resulting the great detriment to the interests of minority shareholders. Since Jan. 1^st 2006, the revised "Company Law" has put into effect. Though this law pays attention to minority shareholders' rights and builds relatively comprehensive legal system, it still has defect on mechanism. This article based on the analysis of agency problem of controlling shareholders and minority shareholders and introduced the protection of minority shareholders' rights in foreign company law, through comparative methods and analysis methods, should put forward perfecting the protection system of minority shareholders rights. The article is separated into there parts:The first chapter focuses on the basic issues of minority shareholders' rights. This part discusses agency problem of controlling shareholders, and minority shareholders and introduces foreign company legal institutions as for minority shareholders' rights. The second chapter analyses the status quo, deficiency and pressure in protecting the rights of small shareholders. The last chapter suggests a series of measures in protecting minority shareholders' rights, such as clarifying duty of honest and credibility of controlling shareholders, perfecting shareholders' voting right, improving the regulation of direct litigation and derivative litigation system etc.