Acquisition Of Listed Companies, The Interests Of Minority Shareholders To Protect

In short, the acquisition of listed companies is the process to control a listed by buying its shares. Acquisition of listed companies has positive effects, such as accelerating the concentration of capital, optimizing capital and the industrial structure, enhancing their overall competitiveness and to optimize resource allocation, increasing economic efficiency. But in the acquisition process, it tends to produce a variety of issues, such as damage to the interests of minority shareholders, the stock price volatility and insider trading and other issues. Among them, the damage to the interests of minority shareholders is greater, because small shareholders have a large number and broad distribution. Once their interests are damaged, it is easily to dampen their enthusiasm for investment, which is not conducive to the prosperity and development of securities markets, nor beneficial to the whole social harmony and stability. Therefore, it is necessary to protect the interests of minority shareholders in the acquisition of listed companies.In recent years, with the frequently-occurred damage to the interests of minority shareholders in acquisition of listed companies, the legislators started to concern this issue. The change and improvement of"Securities Law of People's Republic of China"(hereinafter referred to as the "Securities Law"),"Company Law of People's Republic of China"(hereinafter referred to as "Company Law") and other related system is to modify and protect the interests of minority shareholders. But what is notable is that the legal system protecting the interests of minority shareholders in the acquisition of listed companies in China is not perfect, for there are too many principles and gaps. This provides opportunities to damage the interests of minority shareholders. Therefore, based on national conditions in China and learned from advanced foreign legislative experience, it is essential to improve the legal system as soon as possible.In this paper, the author used the knowledge of commercial law, economic law, Jurisprudence, procedural law and other legal disciplines, and in two ways of both the former regulation (legislation) and after relief (justice) to improve the relevant legal system and provide advice and recommendations.This paper is divided into four chapters. Chapter one analyzed the core concepts of acquisition of listed companies, and stated the status of the issue. Then provided reasons and legal basis for listed company in the acquisition to protect minority shareholders, mainly on the circumstances and reasons against the interests of minority shareholders, as well as the necessities and basis of protecting the interests of minority shareholders. The second chapter is an introduction of the relevant legal practices in the acquisition of listed companies home and abroad, such as the United States, Britain, Japan and China. The last two chapters are the most important ones, for they focused on giving comments and suggestions on the improvement in the legal system so as to protect the interests of minority shareholders. The third chapter is the former regulation, including the same system of human actions, information disclosure system, fiduciary duties and anti-acquisition system and so on. The fourth is the after relief, maiming from shareholder lawsuits. This chapter focuses on improvement of shareholder litigation on behalf of the proposal.This paper based on the condition of our country, around the core issue of protecting the interests of minority shareholders in acquisition of listed companies. The paper argued from two angles of the regulation (legislation) and after relief (justice), proposed legislation and Judicial recommendations of how to protect the interests of minority shareholders in acquisition of listed companies, aimed to improve the benefit to the law system in our country.