The Protection To The Rights Of Small And Medium-sized Shareholds On The Assets Of The Company Mergers And Acquisitions

M & A refers to an investment behavior which a company purchase the primary assets, significant assets, all of the assets and substantially all the assets of anthoer company in order to obtain the target company's control operating. Its features including the nature of assets to acquisition, the rights of the shareholders of the target company, legal personality of target company after completing the asset acquisition, and the law which can adjust asset acquisitions. Asset acquisition is essential difference from the general assets sale.In the suition of asset acquisition, if not have a good balance to the rights and interests of small and medium-sized shareholders who has objective opinion, it is very likely to crack down the small and medium-sized shareholders'initiative on participating in the governance of the company's.In our country, there are many defects in the system which protect the rights and interests of small shareholders in company assets acquisitions,which including lacking of the statutory concept, having no statute involving to the the right to vote in asset acquisition, without a clearly defined to the "assets" in requesting right to repurchase the assets, as well as lacking of the relevant legislative provisions on objective shareholders'right to repurchase.The dafects in Legislation results in many deficiencies in the in operation of asset acqusition.Through study on the relevant experience of other countries and regions, especially focus on the systems of shareholder avoiding to vote,classified shareholders voting, as well as the right to repurchasing of objective shareholders.these experience give great inspiration to our existing system. Combining with the actual situation of our country, the suggestions for improving the system of protecting the rights and interests of small and medium-sized shareholders in asset acquisitions including defining a unified concept on asset acquisitions in legislation, establishing the system which the relevant shareholder avoid to voting rights in the course of the shareholders to vote, introducing the ppropriate category of shareholder voting system to decision-making on certain matters in limited liability company, as well as to further improving our existing system of the shareholders'right to request repurchasing.These measures could make up the legislative gaps and deficiencies in the system in the current.Through continuous efforts and improvement in a weak position to make relatively small and medium-sized shareholders of the companies in mergers and acquisitions of assets to maximize the enjoyment of the right of reasonable discourse, and its legitimate rights and interests of the most adequate protection for the stability of long-term development of the company and the market economy can progress from to positive.