Listed Companies Control Over The Transfer Process Of Minority Shareholders Protection Laws

Owing to the development of economical globalization, company merger and acquisition has already gone beyond the scope of one region or even one country. Under this circumstance, the forms of company merger and acquisition have emerged in an endless stream. As a typical style of modern corporation, public held company has been characterized in which its original capital suppliers, though namely being the owners of the company, usually could not manage or control the company directly. Especially the minority shareholders, due to lack of information and expertise, are positioned inferior compared with the board of directors and the controlling shareholders. Hence the latter is easy to sacrifice the rights of the former in order to maximize their own interests. So it is quiet necessary to provide extra protection over the minority shareholders for maintaining the stability and prosperity of the security market. The purpose of this paper is intended to discuss the legal protection over minority shareholders based on the understanding mentioned above, using the methodologies of legal comparative studies and economical analysis to introduce the practice and related theories prevailed in developed bodies (mainly the United States as well as the British and Hong Kong). It focuses on the principles such as information disclosure, mandatory tender offer and the tactics of anti-acquisition, which are closely related to minority shareholder protection. Meanwhile, the paper also discusses the development of legislation and security market within the P.R.C. The author reiterates that minority shareholder protection is a core issue in security legislation for it is not only the threshold of law to regulate the market but also a natural end of law to be enforced fairly.