Legal Protection Of Minority Shareholders Rights

With the development of our society and economy, it is more and more serious that the rights of minor shareholders is infringed by major shareholders. Applying the means of comparative science of law, philosohic science of law and test cases and with the analysis of the right of minor shareholders from the view of legal principles as well, this paper states the features and reasons of the infringement of the minor shareholders' rights.By taking foreign related regulations as reference, it puts forward some advices on legislation for the protection of the rights of minor shareholders from the views of the management structure of companies, the balance of rights and interests between major shareholders and minor shareholders. Wishing to contribute to the improvement of the legislation of our company law system.Due to the enlargement of the company'scale,the extremely decentralization of shares, and the complication and specialization of the management of the company, the board of directors gradually becomes the center of the company instead of shareholders' meeting. And the infringement on the rights of medium and minor shareholders is more and more serious, therefore the protection of the concerned rights is more and more important. As a basic principle, the principle of equal rights of shareholders is penetrated in all the fields of company law. The principle "one share for one vote" is commonly adopted hi legal system of company wherein it certainly leads to "solutions decided by the shareholders who owns more shares", the implement of which will easily result in equality on face other than equality in fact. Although it is developed from the principle of equal rights of shareholders, it goes against the principle instead. It deeps the contraction between the major shareholders and minor shareholders.In die economic life, it is veiy common that major shareholders infringe the rights of minor shareholders, and there are various means. Actually, the protection of the rights of minor shareholders is related to the economic rights of themselves on the one hand, and is also related to the investment status of the whole market economy and the value and intention of legal system of company itself as well. Moreover, the protection of the rights of minor shareholders means to give minor shareholders sufficient democracy rights to a certain degree, where through minor shareholders can exert their rights on the decision of the important affairs of the company.The improvement of the management structure of the company is very important for the protection of the minor shareholders. It includes the reformation of the board of directors and the improvement of supervising system. The reformation of the board of directors majors in the absorbing of independent director, which will ensure theindependence of the board of directors so as to exert the resolution rights and supervision rights, and it is very important to the protection of minor shareholders too. Though supervisory board is stipulated in our Company Law as supervising organization in the company, the supervisory board hasn't really played a key role in the supervision till today. Wherefore it results in lost control of the management of the company, and the infringement on minor shareholders is more and more terrible. So the improvement of supervising system is very necessary. As the supervisory board and the independent director are all a part of the supervising system of the company, to avoid the conflicts of them or the awkward complexion of the absence of management, we shall divide the functions between them, defmitude the rights of each other.To fully protect the rights of minor shareholders we should take various of measures to balance the rights between major shareholders and minor shareholders, such as to establish accumulative voting system, restrict the voting rights of major shareholders and endow the minor shareholders with request rights, convene rights, overture rights, inquiry rights, etc.Accumulative voting system transfers the abuse of "one sh...