On The Protection Of The Minority Shareholders After The Reform Of The Dual-class Equity Structure

This thesis primarily aims at the study of the protection of minority investors in the stock-market.The key of stock-market lies in the protection of investors,which also is the legislative goal of stock act institution.Minority investors are the major participants in the stock-market in our country.However,minority investors tum into the disadvantaged and their legal rights are frequently invaded,because of the imbalanced information in the stock-market and the share superiority of majority shareholders.Therefore,it is meaningful to emphasize the protection of minority investors' rights for the sound process of stock-market.As a systematic revolution,the reform of the dual-class equity structure settled the differences between tradable stock and non-tradable share,improved the protection of minority investors,and promoted the healthy development of the stock market in China.But it did not resolve the invasion of minority investors' rights by majority shareholders.On the way to full flow,majority shareholders changed their act,and the relationship of game between the minority and majority still maintains.As one of the results of the reform,it has become the unavoidable topic in the capital market of China in 2007 and in 2008 to lift the ban on shareholders with over 5%non-tradable share(majority share) and on shareholders with less than 5%non-tradable share(minority share).It is the realistic shock to the stock market in China,and pushed many investors into irrational panic.The thesis applies empirical analysis and is divided into three parts,under the wave of lifting the ban on majority share and minority share in the domestic stock market.In the first place,the author cites the case about the ban-lifting and the reducing of majority non-tradable share and minority non-tradable share.With the separate analysis,the author finds out the following problems in majority non-tradable share and minority non-tradable share reducing.First,the deficiency of information disclosure in the majority non-tradable share reducing;Secondly,the possibility for the majority shareholders to manipulate the market while reducing the share;Thirdly,the great pressure to the stock market by reducing the majority non-tradable share and the minority non-tradable share.The three problems highlight such a question that the minority investors' rights are invaded because of the issues mentioned above during the reducing of majority share and minority share.The following,is to the theoretically elaborate the protection of minority investors.It then analyzes the changes of majority shareholders' act / behavior after the reform,and several circumstances of the invasion of the minority investors.It mainly involves the disclosure of false information,insider trading,market rig and ill merger and acquisition, which might arise in the secondary market deal by the majority shareholders.In the end,the author makes some suggestions against the changes of majority shareholders' tort after the reform and the problems in the reducing of non-tradable majority share and non-tradable minority share.The author propose to establish pre-disclosure system of the majority shareholders' transaction information,intensify the supervision of the majority shareholders' transaction,introduce majority non-tradable share as block share deal manner, and perfect auxilium system for the minority investors.