The Comparative Research On The Legal Protection Of Minority Shareholders' Rights

On October 27th, 2005, the Company Law of the People's Republic of China was revised and adopted by the standing committee of the National People's Congress at the 18th meeting and it was officially implemented on January 1st, 2006. It is revised and added to some provisions about the protection of minority shareholders'rights and interests. It is positive to protect their benefits but there are still some shortcomings in it. The minority shareholders are still inferior to the controlling shareholders in the company. They are often suppressed by the controlling shareholders and their interests are encroached.With the development of Chinese economy and the growing of the companies, the minority shareholders are more and more important in the company, although they are in the low status. The value of equality requires to protect the minority shareholders as the disadvantaged and the equality of the stock rights requires to protect the minority shareholders'benefits from the aspect of legal value; the situation of Chinese economic development and the growing of Chinese capital market need to protect the minority shareholders'rights from the aspect of reality. All of these things make us pay attention to the protection of minority shareholders'interests and encourage them to push forward the development of the economy and the companies.The system of company has a long history in western countries and the company laws is relative ripe and perfect. So I use the comparative method to research the related laws and advanced legal thoughts of foreign countries, especially the right to share profits, the right of checking, the right to withdraw shares, the right to address inquiries, the right to vote, the representative action and the electronic corresponding in the company law of American, Japanese, British and German. During the research and study I find that the completeness and availability of the foreign company law is worth using for reference, especially in the American and Japanese company law, there are exact regulations of the performing of every right and obligation on conditions, methods, time, place and exception and it tries its best to balance the benefits of the litigants. In British company law, there are some typical legal precedents which offer us some reference to decide the cases with good flexibility and judge according to the reality.Then I use inductive method to find out the advantages and disadvantages of the shortcomings of sharing profits and the court to interfere the policy of sharing benefits; the rights of checking accounts in procedures, aim and contents; the condition, procedures and deciding the price of withdrawing shares; addressing inquiries; entrust voting and cumulative voting and the qualification, the fare of accusation and the sharing of the result of the representative action which are focused on and bound tightly to the shareholders'benefits in the Chinese company law.I use the positivism method and make the survey to find that the minority shareholders'difficulty to protect themselves after the enforcement of the new company law and look for the practical way to improve the new law. With the comprehensive usage of the above methods, due to the our national conditions, I give some suggestions on the revision and improvement of some of the provisions related to the shareholders'benefits especially the minority shareholders'in order to make it perform more actively, regulate the companies'action and serve better for the Chinese communist legal economy.