The Perfection Of Minority Shareholders' Rights Protection System

The problem of protection of minority shareholders' rights has been a cosmopolitan topics, in order to achieve forceful protection and relief to minority shareholders' rights,every country all is making unremitting endeavor,exploring and studying on and on. Owing to minority shareholder not like strong stockholder holding a dominant position in corporation, their benefit often is exposed to the power of controlling shareholder,and large shareholder could momentarily infringe upon minority shareholders' rights by means of their decision made from their own economic interests and unfair bargain. Along with unceasing development of modern society and economy, constantly improvement of people' liveihood, continuously improving and progress of socialist legal system, the protection of disadvantaged groups is concerned increasingly by society,in order to make our country' capital market perfect increasingly,economy benign development, we need to take measures to protect minority shareholders' rights and restrain large stockholder infringing on minority shareholders' rights, and improve the state of unbalance between them to provide sufficient on minority shareholders' all the rights and promote the improvement of social legal system and development of economy. Although new company law puts more attention on the protection of minority shareholders' rights than ever and also lay down fully legal mechanism ,but for protection of minority shareholders' rights is a dynamic development process, there is still some the blank area and deficiency in new company law ,so we need to supplement and perfect it constantly.On the basic of the current company law expounding the protection system of minority shareholder' rights, the paper analyze why minority shareholders' rights are infringed,and presents the system of protecting minority shareholders' rights in foreign company law, with comparative analysis and normative analysis, concerning the defect of the system of protecting minority shareholders' rights in the exsiting company law, combining with foreign countries ,the paper brings out the advision of further improvement of the exsiting system and lays down related the protecting minority shareholders' rights system, includes five parts:Part one elaborates on the theoretical base of protecting minority shareholders' rights simply, and realistic basis and significance; The paper expounds and analyzes the exsisting state of the minority shareholders' rights protecting system from restricting the major shareholders' rights and protecting minority shareholders' rights and relieiving minority shareholders' right by the law in part two; the third chapter mainly analyzes why the minority shareholders' rights are infringed, it is summarized five the part five reasons: the abusive use of the majority rule,the deficiency of large stockholder' duties of loyalty,insiders' illegal operating,imperfectness of corporate governance nowdays,minority shareholder own reason,the defective of the current law; the fourth part mainly introduces the experiences of foreign countries in protecting minority shareholders' rights;the part five is the highlight of the papare, by the analysis above mentioned, combining with the experience of foreign countries, brings out the advision of further improvement of the exsiting system and lay down related the protecting minority shareholders' right system.