Study Of Listed Companies In The Interests Of Minority Shareholders Protection Mechanisms

As we know, a corporation has a separate legal existence from its creators - shareholders, who undertake their responsibilities within the scope of their investment. Once the shareholder invests his property into a corporation, it will become the assets of the corporation. A corporation is managed by a board of directors and by officers that the board has appointed. A shareholder may become the director or the officer, but not every shareholder can. Therefore, though the shareholder is still the owner of the corporation, he can't control the corporation's assets actually. It is necessary to protect the rights of shareholders, majority shareholders can protect their rights by controlling the directors?their prolocutors, whereas minority shareholders can' t. The inferior positions of minority shareholders make protecting the rights of minority shareholders become an emphasis on corporation legislation. In a sense, corporation laws are the laws to protect minority shareholders.Our corporation system is still in the primary stage and is faced with the serious problem of the reform of state enterprises. The number of corporations increases gradually but the statutes about this aspect are incomplete. The cases that majority shareholders infringe on the rights of minority shareholders by their superiority position often occur. If we can't protect the latter's rights, it must be unjust and influence the investment passion and confidence of minority shareholders. Finally, it will block the healthy development of the corporation system and affect the course of our state enterprises' reform. So perfecting minority shareholders has become a serious problem, which should be resolved urgently.A corporation in our country may be a limited company or a joint-stock company. Compared with a joint-stock company, a limited company has fewer shareholders whose relations are more depended on the faith between one another. For this reason, though there still exists troubles in protecting minority shareholders of this kind of company, it is much easier. So when discussing the issue about protecting rights of shareholders, we often concern on a joint-stock company, especially on a listed company in which there are a large scale ofshareholders and complicated relations. Based on this, the paper chooses the protection system about the minority shareholders of a listed company as the topic.The paper is made up of four chapters: the first chapter analyses the reasons why we should make laws to protect the rights and interests of minority shareholders; the second chapter sets forth some systems which restrain the power of majority shareholders to protect the rights and interests of minority shareholders by correcting the rights of vote ; the third chapter discusses some systems which restrain the power of board of directors to protect the rights and interests of minority shareholders; the fourth chapter debates a system about Shareholders' Derivative Suit which is the last main barrier to guarantee the rights and interests of minority shareholders.Compared with our protection system to minority shareholders, other countries and areas have come into being an integrated system. We should use for reference from other countries and areas' legislation and combine our facts to perfect our protection system of minority shareholders. Therefore, many chapters and sections of the paper adopt a comparative means to clarify to find our defects and then put forward approaches to perfect our system.