Study On Protection Of Minority Shareholders Of Subordinate Company In Affiliated Enterprise

Affiliated enterprise is produced complying with the objective demand of large-scale social production. It's a more competitive and important economic form which has function of promoting the operation scale, lowering costs, improving the market competitive capability, and reducing the business risk etc. But the coming of affiliated enterprise is a large challenge to the legislation. In current company law, the independence of company juridical persons roots in its economic independence. And in this condition, the shareholder's interest is accordant. While a company becomes the member of the affiliated enterprise and loss its economic independence, the relatively accordant interest system is broken and bring on a series of question, the interest of minority shareholders of subordinate company is infracted that is one of the question.Controlling shareholder often to seek the maximum profit of itself depend on its dominant position in the affiliated enterprise. So it is necessary to strengthen the legal structure to the affiliated enterprise to protect the interests of majority shareholders of subordinate company. It's also the necessary to healthy development of affiliated enterprise. To this issue, many countries and regions of the world has take a series of logic structure of legal norms to protect the interest of minority shareholders of subordinate company, meanwhile, promoting the development of the affiliated enterprise as possible as they can. But the legal norms of rectified the affiliated enterprise has not to be constituted in our country. In view of this situation, in this paper, from the angle of view of Company Law, analyzing how to protect the interest of minority shareholders of subordinate company and constitutes the new balance system.This paper is divided in four parts expect foreword and conclusion, totally more than thirty thousand words.Part one, the legal analyze of the affiliated enterprise. In this part, the concept and elementary character was discussed first, and then the reason and the characteristic of the affiliated enterprise are analyzed. Though describing the status and particularity of subordinate company in the affiliated enterprise from the perspective of control and subordinate, the character of minority shareholders of subordinate company is analyzed furthermore.Part two mainly about the emergence of the affiliated enterprise has challenge the interest of minority shareholders of subordinate company. The specific conditions and expression form where in real economic operation first. The mainly reason that the interest of minority shareholders of subordinate company is violated is disused based on the fundamental theory of the Company Law. Thus, the current Company Law which rectified the single company can't protect the interest of minority shareholders of subordinate company.Part three is mainly about the legal protection and practice experience of protecting the interest of minority shareholders of subordinate company in the foreign country and region. The legal norms of protection of the interest of minority shareholders of subordinate company in the Anglo-American law system and Continental Law Legal system are analyzed. Fiduciary duties of the controlling shareholder, system of shareholder's claim of share purchasing and exchanging stock of controlling company, shareholder's derivative litigation are included.Part four is mainly about analysis of the present situation and the advice of perfect the legislation about protection the interest of minority shareholders of subordinate company in our country. Though analyzed the advancement and defectiveness of New Company Law in aspect of protection of the interest of minority shareholders of subordinate company in our country, there are still some aspect which need improvement. At last, some advice which legislative mode and practical regulations law measure are included is proposed.