The Legal Protection Researching Of Stakeholder In Merged Company

With the economic and social development, corporate mergers, financial restructuring is widespread. Nowadays, the company merged not only to become an important means of optimizing in the industrial structure of world, but also to achieve expansion of the company, effective way, to grow and develop. The merger in the same way about the existence of mergers and acquisitions and corporate mergers or other claims, often are confused, there are difference between them."M& A" is a merger, asset acquisition, stock purchase both together, it is not a concept of legislation, but economic, legal scholars, the title of the convention; "Merger" as a concept of company law, company law of China 2005 has established a merger system, and provides for the merger and the companies can absorb the new combined approach to the merger, the merger procedure in the law also have preliminary requirements. Throughout the merger process of the legal relationship is very complicated, this social reality, the merger will touch the interests of multiple stakeholders, with the modern company law concept to emphasis "the protect stakeholder", now, how to correctly handle the merger of stakeholders involved in the interests of judicial and academic circles became the main task."High degree of decentralization" is an important tendency with the social development. The company ownership and management rights company separate company who holds the operating rights, the company management personnel make and implement management decisions, the shareholders will bear the company's management personnel management decision-making consequences. The company which determines the ownership of public law must be in the company's merger in the interests of shareholders to be fully considered, the protection of minority interests, particularly. Although China's Company Law establishes the right of minority dissent buyback, shareholders of the" right to know "and etc., but the ambiguity of the law,"reasonable price" can not be determined, leading to company law applicable to the dilemma. Merger involving changes in corporate entities, property and corporate debt, the company merge, transfer, and thus will affect the company's creditors. Effective protection of the interests of the creditors during the company's merger is another important issue, almost all countries there is a company merger in the legislative interests of the creditors of the protection system. Effective protection of the interests of the creditors during the company's merger is another important issue, almost all countries there is a company merger in the legislative interests of the creditors of the protection system. Company Law in the issue of creditor protection, the currently "Company Law" amendment to the "Company Law of 1993" principle of absolute protection of appropriate protection, the creditor's objection to the right to no longer block the effect of the merger. Faced with these problems, China's Company Law and other related civil legal system will play an important role for protection of the interests of creditors. At the same time, deal with the problem of workers in the merger, have focused on performance as a social problem, if not handled properly will give the community a lot of instability, protection of the rights of workers are also the natural merger of the legal system as one of the main issues. Another problem is that the law can not be ignored merger wave, thus creating a new generation of "monopoly" on the monopoly regulation, will become another problem of China's merger regime. Through comparative with mergers and acquisitions on domestic and foreign rule, it is very easy to see, in the formation of our country is far from perfect merger of the legal system, there are many drawback in China's legislation. Therefore, must be legislation on the merger of system China's to improve the existing inadequacies.