A Study On Minority Shareholder Interest Protction Of Corporation Non-bankruptcy Liquidation

In the last few years, the Chinese economy's fast devolop, the company takes important force in drawing economic development and market competition.Non—bankruptcy Liquidation is an important part of the corporation legal system.In recent years, people's courts accepted the non-bankruptcy liquidation cases increasing year after year. Practice has proved that a non-bankruptcy liquidation of the system to make the relevant factors of production and optimize the flow of a reasonable combination of market allocation of resources reflects the fundamental role of economic democracy, freedom, fair competition and survival of the fittest mechanism to be fully tapped.The non-bankruptcy liquidation procedure for the dissolution of the company's inevitable during a phase is the termination of its corporate personality of a final large inventory. In this process, as it relates to the final realization of multi-stakeholder and balance, the law also tried to make all parties to achieve maximum benefits. However, because the law in relation to social development has always been a lag, so in practice more and more problems appear no longer rest on its laurels the law can be resolved. We can see that legislation in the company's non-bankruptcy liquidation regime made a great contribution. However, due to the practice of co-financing of the company, as well as companies adopted by Majority Rule, as well as long-standing neglect of the protection of minority interests, resulting in non-bankruptcy liquidation damages the interests of minority shareholders was definitely an upward trend.According to case shows that non-bankruptcy proceedings in the form of 'minority shareholders has been infringed increasingly diversified, the emergence of such a situation occurs with the legislation flawed closely linked. Therefore, the complete liquidation of non-bankruptcy legislation, to improve the minority shareholders in non-bankruptcy liquidation of the position, no doubt on China's protection of the rights minority shareholders have a real positive significance.Based on the analysis based on the basic theory, drawing on Germany, Japan, the Anglo-American law and China's Taiwan region, legislation and practical experience, combined with China's non-bankruptcy liquidation cases occur are discussed in the Company Law of China's non-bankruptcy liquidation of the institutional level to establish a complete minority interests need protection system and concrete measures to build. Paper is divided into introductory, body and conclusion, in which the body consists of five parts.Here are the innovationgs of this paper:First, Non-bankruptcy liquidation and the basic theory of minority rights protection. Which set out the two issues, one non-bankruptcy liquidation, the shareholders the right to basic theoretical issues, and the second non-bankruptcy liquidation in the context of minority rights protection theoretical analysis.Second, China's Company Law for non-bankruptcy liquidation, the status of minority rights protection. From the legislative level, a'review of China's non-bankruptcy liquidation, the legislation protecting the interests of minority shareholders the status quo, analysis of non-bankruptcy liquidation, the legal system protecting the interests of minority shareholders, lack of causes.Third, China's non-bankruptcy liquidation proceedings, damages the interests of minority shareholders, the empirical analysis. By trying to actual conditions, with the case in the form of Analysis of the company practice in non-bankruptcy liquidation process of minority rights are being infringed situations.Forth, The countries and regions of non-bankruptcy liquidation, the legislation to protect minority interests profile. The Two legal system of the five pairs of some of the major national and regional non-bankruptcy liquidation, the legislation protecting the interests of minority shareholders an overview of the situation.The last part, China's non-bankruptcy liquidation in the interests of minority shareholders protection system improving. Mainly to China's non-bankruptcy liquidation in the interests of minority shareholders protection system did improve and develop detailed.