| The improvement of management structure of company and the protection for legal rights of shareholders are important contents of the system of modern company. The company law of our country establishes the principles of the protection for the legal interests of shareholders, stipulates the status and duties of conference of the shareholders, and empowers to shareholders the rights such as benefiting from capital invested, making important decision and choosing managers etc. At the same time it is definitely required the holders must stick to the principle of "Same share enjoys same rights and interests". However, because of the typical character of capital of joint-stock companies, whose share can be freely transferred and traded except for particular limitation in laws, the holders can be flexibly changed, so the major holders will actually control the whole companies and membership group. Most part of the minor holders has no chance and interest to join the membership, and consequently, it is difficult for them to express their opinion and affection to the companies' strategies. What they most care is their rights self interests and the rights of inquiring, censorship and litigation, which can ensure and realize their basic rights. Under such situation, the major holders have the chance to manufacture the companies without supervision and then damage the minor holders' legal rights .The problems commonly exist among the joint-stock companies throughout the world, but are particularly serious in Chinese transforming market. The senior holders are always incompetent to change the decisions which damage themselves and passed by the major holders, because of the relative margin in laws. In recent years, there emerged out many such cases as :'Qiong Min Yuan ", "Hong Guang Enterprise", "Zheng Bawen"and "Ying Guang Xia" .These reflected the inequality among different holders status under current market, the defect in companies' legal person administration system, the negative effect of highly separated share and the unhealthy development of capital market. In general, it's necessary to enforce and complete the relative company laws to protect the right of minor holders, and provides insurance for the development of modern company administration system. The article studied the relative provisions in foreign countries' law and designed a protection process to the minor shareholders according to the reality of our market. There are four parts as follows.The first part generally discusses the protection for minor shareholders, mainly explaining the necessity of the protection, the basic principles in relative laws and the main party that might damage minor holders' interests. We got the conclusion of the protection necessary: firstly it is the naturally logical extension of modern social rights and economic democracy; secondly, it is destined by the insufficient of the holders' right; thirdly, it is the requirement for modern company administration system establishment; and finally, it is an important approach to remedy the disinfunction of holders' democracy system. The protection processes are based on the following legal principles; equality and fare; right base and economic democracy; share holders equality; and mostly reduce the disturb forces from outside. The main part damaging the minor holders; interest is major holders, the companies' management, the relative stock institutions and some intermediate organisms.The second part of this article discusses the reality of current "The Company Law of People's Republic of China", mainly explained the inside provisions and the defect about the protection processes described by "The Company Law of People's Republic of China". The current "The Company Law of People's Republic of China" have described the holders protection processes from different aspects , such as the right of meeting attending, decision making, suggesting, inquiring, and the right of demanding membership meeting. The defects of the provisions in "The Company Law of People's Republic of China"... |
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