The Company's Acquisition Of Minority Shareholders Are Protected

The shareholders of jointstock company are foundation of the company. In the situation that the ownership of shareholders and the operation right of company splitted by the mordern company law system ,the protection of shareholders is all company law system's target. Because the jointstock company alloting shares is inequality, the protection of shareholders tendsto more complex. So how to comply the legal principal of shareholders equality, remedy the differences between the big holder and the small holder at most ,quell the company's possibal discrimination to the small holder, protect small holders' rights, becom the other target of the company law system. Meanwhile law system can't change to be the shackles hindering the development of the economy. Company acquisitions is a mode of company operation. The positive role has been proofed by many economists, as well, company law system should confirm it's positive role. However company acquisitions also bring a lot of destructive effects , the most outstanding destructive effect is the latent threaten of shareholders' right, especially the threaten of the small holder who offen be in weak degree and can't protect rights of themselves. This has caused many nations lay stress on this problem.We can say, the protection of the shareholders, especially the protection of the small holders is the starting point of the company acquisitions legislation. The company acquisitions legislation protects the shareholders' right in two aspects. The one, to ensure the shareholders of the target company have adequate time and information to help making sensible judgement. The other, to ensure the big shareholders and small holders of the target company are equal in the company acquisitions. The writer also explain the question that protection of the small holders in the company acquisitions in the two aspects.I. The legal basises.The legal basises of the small holders' protection are the legal principal of shareholders equality and the principal of uberrima fides.The legal principal of shareholders equality which can quell the influence with the big holders by the capital majority rule plays a important role in the protection of the shareholders. It has been recognized by nations all over the world.As the special statute of civil law, company law must comply with the ordinary principles of civil law. The principal of uberrima fides is the basic principle of civil law.II. In the company acquisitions, big holders abuse right to damage the small holders.The company acquisitions and capital reconstructions are important functions of stock markets. But in China, these normal marketing conducts have been distorted frequently. They become tricks and themes of rigging market by a few companies or a few people who has commoninterests with these companies.III. About rules and limitations in Chinese company law.There are some special rules about company acquisitions in Chinese company law and stock law. For example, the special system of open information and the system of mandatory offer, etc. But these rules can't protect small holders' rights at all.IV. How to build perfect system to protect small holders.The protection of small holders who offen be in weak degree and can't protect rights of themselves in company acquisitions, many nations have their successful experience. The writer use many nations' rules for reference, try to do something for the protection of small holders in China.