Minority Shareholders Protection

The construction of socialist market economy of our country is well on its way,the development of economy needs a body which can absorb a large amount of idle money and meet the needs of market competition.The company,as the most effective enterprise organization form of financing and participant in competition ,should undoubtedly become the first-chosen modern enterprise system.However,in China, nowadays the development of company has already been perplexed deeply by seriousphenomena-the oppression of big shareholders,and theinfringement of rights of medium and small shareholders.Big shareholders with control power makes the company develop into the tool of their own private interests by the means of making people dumb-founded.While the minority stockholders in the weak position,are unable to enjoy and enforce the rights of "investment body".They are unable to investigate big shareholders and their representatives ,too-the responsibility of the directors and managers,let alone,to realize expected income.What they can do is to look helplessly at their own investment losing.This is extremely inequitable and violates the basic marrow governed by law.The article introduces "the protection of the interests and rights of the medium and small shareholders"through one case.Firstly,it expounds the basic theories,such as,the concept of shareholders,the nature of stock rights,and the standard of controlling stockholders,etc.lt also reveals the basic intention of shareholders Equal Principle and the wayof raising the shareholders'will to the company's will -from "unanimous agreement"to "the Majority Rule Principle" (MRP).Secondly,it discusses and enumerates the facts about pros and cons,alienation of the MRP.lt affirms that most advantage of MRP,as the rules of a unified company's will reflects the equal status of shareholders and "Limited democracy".Meamwhile,it points out that the principle also provides the possibility for shareholders to change their own will into company's will by voting "legally,fairly and sensibly",and to oppress,squeeze,swindle or to treat medium and small shareholders inequitably,or to abuse control power,in order to satisfy their own private interests.Thus, "the protection of the rights and interests of medium and small shareholders"realizes the high-level equality between big shareholders and medium and small shareholders,between majority stockholders and minoritystockholders ,with a view to redressing unbalanced interests relationship among shareholders.Then,the article emphatically introduces the countries of Continent Law and Britain and American Law concerned strengthening "the protection of the rights and interests of medium and small shareholders".These countries establish the main treasures and legal system in three aspects,to perfect the disposition of power and function of medium and small shareholders' rights,to perfect the balanced rights between medium and small shareholders and big shareholders,and to perfect the relief rights of medium and small shareholders' administration of justice.To a certain extent,these measures indirectly reflect the modernization of company law depends on the level of the legal protection of medium and small shareholders.Moreover,under the mode of company law ,there exist the disposition rights of shareholders' incompletely,careless legal clause,lacking power to control big shareholders' rights obviously,and lacking the relief of administration of justice seriously.Through analyzing the three aspects,it systematically proves the necessity of strengthening "the protection of the rights and interests of medium and small shareholders" from economy,society andreality.On the basis,it expounds the meaning of establishing "the protection of the rights and interests of medium and small shareholders" principle which could assure both the sound development of company institution and the maximum profit of shareholders' investment. Finally,the article recommends ten legislative suggestions to perfect "the protection of the rights and interests of medium and small s...