On The Protection Of Minority Shareholders' Rights And Interests By Company Law

Company is the product of economic development to a certain stage, in the rapid development of China’s market economy today, the company plays a irreplaceable role. The interests of the company operation health not only shareholders, but also affect the steady development of the national economy, but China’s current corporate governance system is flawed, the frequent infringement of rights and interests of the minority shareholders is the one of them. Small and medium shareholders are relatively large shareholders can not be the actual control of the company’s shareholders, the number of such shareholders are widely distributed, contact and communication is not convenient, at a disadvantage. In the use of the majority rule principle, major shareholder holds board of directors often have supreme power, can be used to determine the company’s asset allocation and fate, which easily caused by shareholders in order to achieve their own interests and the implementation of behavior to damage the interests of the company and the minority shares the interests of shareholders. From a legal point of view, it is the need to protect the interests of minority shareholders to maintain fairness and justice, which is the extension of the political philosophy of "natural human rights" in the commercial field. Starting from the angle of economics, the small and medium-sized shareholders as stakeholders is indispensable to the development of the company, and the healthy development of the company is inseparable from the good stakeholder governance mechanism and higher rates of stakeholder governance. Therefore, the law should establish a reasonable mechanism to effectively prevent and stop this phenomenon. China’s "company law" in 2006 to modify the focus on the improvement of the protection of the interests of small shareholders of the relevant system, but in recent years, there are still many problems in practice. How to protect the rights and interests of small and medium shareholders also received more and more attention.According to the above problem, this paper first for small and medium-sized shareholders of defining the related concepts and demonstrates the necessity and the importance of protecting minority shareholders’ interests. Second, by listing in the practice of small and medium shareholders’ equity damaged the main situation,summarizes the particularity of this phenomenon at the present stage in China, and from the analysis of small and medium-sized shareholders repeatedly the cause of the infringement. Outside explore the legislative development and the future trend ofprotection of the rights and interests of minority shareholders, on the basis of summarizing foreign experience and lessons of revelation of legislation in our country,and combining the reality of our country put forward the improving Suggestions to the legal system of protecting minority shareholders’ interests.This paper believes that the minority shareholders is an important part of the company, on the appropriate protection is very necessary, but can not put the cart before the horse, if on the protection of minority shareholders over a contrary to the equal protection of the law philosophy, is not conducive to the long-term development of the company. As the basic principle of operation of the company, the "capital majority decision" has its practical significance and should be adhered to, but this principle has its own drawbacks, so it needs to be applied to certain restrictions. At the same time, adhere to the premise of the general principle and mechanism of the "company law" fine-tuning law to improve the system operability, the pursuit of equity in an effort to form equal change for substantive equality, properly protect the rights and interests of minority shareholders.