On The Protection Of Minority Shareholders Of Target Companies During Acquisitions Of Listed Companies

With the development of securities market, acquisition of listed companies more and more intense, minority interests in the target company infringement case occurred frequent. Protection of their interests was increasingly urgent. Relative to the acquirer, the target company, the controlling shareholder of the target company, the target company directors,executives, minority shareholders of the target company were very vulnerable. As the minority shareholders involved in a wide range, involving many stakeholders, inadequate protection of minority interests not only affected the governance structure of listed companies, but also the whole financial market. Thus, strengthening the protection of minority interests had great significance. Under the new legal system background, The author analyzed the present situation in China, by drawing on the advanced experience of protection from British and American, made some recommendations about information disclosure system and director fiduciary duty. Periodic information disclosure system should be Established, predictive information disclosure should be Refined, and to strengthen the disclosure of false information punishment. Meanwhile, mandatory tender offer and shareholders equal treatment system conducted in-depth thinking.