The Research Of Law Issues On The Protection Of The Minority Shareholders In Foreign Investor's Takeover

As an important activity of securities , the listed company's acquisition relates to the transformation of control power, the directorates'recombination of the target company, the fluctuation of stock market ,and other exceedingly complicated issues。It would influence the minority stockholders of the listed company if there were any indiscreet deals。The paper's purpose is to perfect legislation and regulation of minority shareholders in foreign investors'takeover by analyzing the theory of foreign investors'takeover and the protection of minority shareholders in target company。The refining includes two meanings。First of all, perfect the law about the protection of minority shareholders to guarantee the advance of legislation. Second, perfect the maneuverability of law in order to guarantee the rights of minority shareholders in target company。Compared with developed country, our legislation now has some problems, such as weak maneuverability, fuzzy clauses and stipulations, and so on. For example, when the minority shareholders seek to the legal relief during the foreign investors'takeover,"The Acquisition Management Rules of Listed Companies"which is only referred to the implementation by the court, is shortage of rank and its stability and authority is less than the laws or administrative legislation; moreover,"The Acquisition Management Rules of Listed Companies"stipulate that the acquisition which is through an agreement to buy 30% stakes of the target company is treated as a mandatory tender offer。I believe that should be discriminated, based on the ownership structure of China's listed companies.。On the issues of information disclosure, the foreign purchasers' background and scheduling of post-acquisition will have a significant impact on the judgment of investment of the minority shareholders。But the "Securities Law" and " The Acquisition Management Rules of Listed Companies " on these two elements of the disclosure requirements list too simple and too limited。If the foreign investors disclose information that is too simple, then the minority shareholders is difficult to make correct decisions, therefore increase the difficulties of protection。With the increase of the foreign takeovers, the target company's anti-takeover actions will become increasingly prominent, but the Securities Law and Corporate Law do not make clearly for anti-takeover provisions."The Acquisition Management Rules of Listed Companies"although made the provisions in principle, but it does not explicitly regulate anti-takeover provisions of the proceedings, as well as the rights and obligations. In practice, the legislation lacks operability and is not conducive to the protection of minority shareholders.we should learn from the countries with perfect securities markets and refine the details about the Legal procedure of minority shareholders。This paper is divided into six parts。During the first part ,the paper analyses why Legal protection of minority shareholders in target company should be protected and interprets the concept of foreign investors, the nature of foreign acquisition and basic models, focusing on the weak position of the minority shareholders of the target company in foreign acquisitions and describing the market and regulatory ineffectiveness as a result of cross-border mergers and acquisitions;In the second part ,this paper analyses the disclosure duties in foreign investors'takeover , the regulatory of Market access for foreign investors and the Persons acting in concerted , Focusing on the protection of minority shareholders in the foreign tender offer, privately negotiated transaction and indirect acquisition; In the third part, the paper analyses the legal regulation of target companies'anti-takeovers to protect the right of minority shareholders。In the firth part, the thesis analyses the two main modes of regulation for the foreign acquisition, and the main forms of international regulatory cooperation in current cross-border acquisitions, focusing on the current China's legislation of the supervision of foreign investors'takeover; In the five part, the thesis analyses minority shareholders in target company how to make use of the civil law to protect their rights。This chapter will place its emphases on the matter of disclosure duties of foreign investors and managements during the takeovers and anti-takeovers;In the final part, the thesis proposes own suggestions to perfect the legislative regulation of foreign investors'takeover ,based on the analyzing the current problems of legal protection of minority shareholders in target company。...