Protection Of Minority Shareholders' Interests Of The Corporation

Generally, we hold the opinion that a company is established by its shareholders and in the same time , legal person qualifications are vested in it by law. That is to say , though a company is an independent legal person , shareholders are still its foundation ,and to defend the interests of its shareholders is its chief aim . To defend the interests of its shareholders doesn't mean that a company only defend overall interests. When there is a conflict for interests between different shareholders, legislators usually pay more attention to the interests of minority shareholder, for the consideration of justice and fairness. Now, our country is in the course of share refonnation, so there is more practical significance hi discussing this problem.In the part of introductory remarks , the writer expounds the necessity of establishing the system of defending minority shareholder's interests , then defines majority shareholder and minority shareholder, in order to make a foreshadowing for the following discussion.In the part of theory analysis , the writer makes a try to apply the agency theory to explain the legal relations between majority shareholder and minority shareholder. Because there is natural inequity in agency relations, so the writer puts forward a proposal that we should exert good-faith duty to press the majority shareholder to utilize his rights properly. And whenever we deal with the conflict between majority shareholder and minority shareholder, we should adhere to the principle of equity.In the part of evolution, the writer selects Britain, America and Germany as object to study the development track in Common Law System and Civil Law System . And after reviewing the history ,the writer also looks forward to the future of the defense of the minority shareholder.In the part of legal system and legislation proposal , according to the difference of source of tort and measure of defense , the writer expounds the remedy means from shareholder meetings , from board of directors , from board of supervisors . The part of the remedy from shareholder meetings, includes four titles, those are , the right to convene shareholder meetings , the requirement ofthe quorum of attending shareholder meetings, the restrictions to the voting right of majority shareholder, and the right of asking for purchase of his own shares . The part of the remedy from board of directors also includes four titles, those are, the independent director system , the cumulative voting system , the system of the right to dismiss directors and the system of derivative suits . The part of the remedy from board of supervisors , still includes four titles , those are , the qualifications of supervisors , the responsibilities of supervisors , the functions and powers of supervisors and the system of independent supervisors . Except for the introduction of other countries' successful experience , the writer follows closely the practice of our country, and raise many proposals in accordance with the loopholes of our Company Law.In the part of concluding remarks , the writer reviews the content of this article, and then raises the point that the further reason that influences the defense of minority shareholder, is the level of share revolution . So if we would like to do more to defend the minority shareholder , we must begin with share revolution.