The Protection For Minor Shareholders Of Objective Company In Tender Offer

Tender offer for listed companies is the universal way to take over listed companies in modern company system. In the process of taking over a listed company, minor shareholders are always in inferior status. Their influence might be weaken and they might find themselves in the process with totally different strategic interests.Protection for minor shareholders' rights is an important system of takeover. How to standardize tender offer for listed companies in order to protect minor shareholders' benefit is the problem that legislation should solve and that should also be paid attention to at judicial practice.There are four chapters in this paper as follows:The first chapter demonstrates basic theory in protection for minor shareholders during the listed company takeover, including such contents: legal definition and sort of listed company takeover, regulation and legal distinction of tender offer, inferior status of minor shareholders and unfavorable effection what tender offer would cause on minor shareholders.The second chapter illustrates basic principles of minor shareholders' rights protection during tender offer, according to the "publicity, equality and fairness " principles which basically support the bond law. These principles are as follows: honesty and faith in tender offer, equally treated for all shareholders in objective company and full information disclosing.The third chapter compares the difference between English and American legal system for protecting minor shareholders' rights in tender offer. Tender offer began in England and matured in the USA. We may study the City Code on Takeovers and Mergers(English) and the Williams Act (American), in order to improve our legal system.The fourth chapter brings up some opinion and suggestions on protection for minor shareholders' rights. It contains two parts: The first part expounds legislative protection for minor shareholders' rights during tender offer, such as full information disclosing theory, forced tender offer theory, exclusion of shareholders' right to vote theory and listed company's governmental structure improvement. The second part illustrates justiciary relieve of minor shareholders' rights in tender offer, including improvement of minor shareholders' direct suits and improvement of our civil compensate system.