The Protection Of Small And Medium-sized Shareholders' Interest In Company Control Transaction

The right of company control can possess,control and dispose all the available resources of company through stock holding and the proxy of voting,and also can influence the right of major decision-making.Depending on the right,the controller can operate the whole company in accordance with the controller's desire and interest and profit from it.The effective right of company control is helpful to improve effectiveness of company operation and efficiency of the allocation of resources.The right of company control is a kind of scarce resource,and the operation can make benefits,so stakeholders make trades and competition for it.During this process,small and medium-sized shareholder's benefit is neglected or ruthlessly plundered.Starting by the right of control transaction,the first part introduces the relative theory of it,including the conception,main types of dividing—amalgamation,purchase, competition for proxy and buying of Target Company's equity holdings.From the principle of equality of shareholders and Capital Majority Rule,this part also discusses the legal theoretical foundation for the protection of small and medium-sized shareholders.The next part combines the main forms of control transactions to analyze the disadvantaged position of small and medium-sized shareholders.Then,the following part discusses the comparison and reference of the protection for small and medium-sized shareholders in control transaction of foreign companies.Through the introduction and comparison of related system,such as the fiduciary duty of controlling shareholders,voting right of controlling stake,transferring of shares,collection of solicitation,Information disclosure system,share of control premium etc.,laying the groundwork on the advanced experience of other countries,China's theoretical framework of protection of the interest of small and medium-sized shareholders in control transaction is expected to be built up.The fourth part makes an analysis and summarizes the present situation about the protection of small and medium-sized shareholders in control transaction in China.Combining with existing laws,this part makes a depth analysis of the disadvantages for the existing laws in our country,paving the way for the following suggestions.Finally,gaining a foothold of national condition, learning from foreign countries' advanced experience,this dissertation puts forward recommendations for protecting the benefits of small and medium-sized shareholders.It is expected to offer a few commonplace remarks by way of introduction so that other may come up with valuable opinions.