On M & A The Stakeholders In The Balance Of Rights And Shareholder Rights Protection

With regarding to the protection of the shareholders' rights in the M&A, the previous discussions are usually began with the narrow-sensed corporation internal management structure, which consists of 3 separate functions as the shareholders' meetings, board of directors and board of supervisors. Those discussions focus on the negative influence of the M&A on the shareholders, especially the minority shareholders, and emphasize the re-design of regulations to stipulate the M&A. However, in the view of this thesis, taking the corporation as the shareholders' corporation is far from an overall understanding of the contemporary corporation system. At the same time, the traditional corporation internal management structure is no longer in accordance with the contemporary corporation development. As a result, it is necessary to discuss the protection of the shareholders' rights in the M&A from an entirely new angle. Based on the corporation law and the economic analysis on rights, and with reference to the up-to-date research fruits in the field of utilizing the theory of contemporary corporation law to study the issue of corporation internal management structure, the thesis gives an integrated analysis on the problems of shareholders' rights during the M&A. A fundamental and important standpoint is that a corporation is an organization with numerous participants whose interests are closely interrelated. Any discussion on the rights of one party will consequently involve the rights equilibrium between the party and the other subjects of the rights. For one gains means the others lose. The thesis believes that the key point of the solution to the problem of rights equilibrium, should be how to avoid severer damages, instead of simply prohibiting damaging behaviors, for all the problems are interrelated (on account of the confliction among the shareholders). Therefore, the discussion of the shareholders' rights in the M&A, is essentially the discussion of the rights equilibrium between the shareholders and other interested parties, and try to find the right way to allocate rights and commitments among parties concerned. The economics researches have provided us very useful tools to deal with the problem, which is, the residual claiming right should correspond to the residual controlling right to the utmost. The approach of the rights equilibrium, which has been proved efficient, is what we need to be applied to when structuring the corporation internal management. At the same time, the contemporary juridical research on the topic is also very helpful for us tounderstand shareholders' rights properly.