Targeted Minority Shareholders In Listed Companies Offer Study On The Protection Of The Rights

During the takeover of a listed corporation, it is necessary to protect the rights and interests of shareholders in the target corporation, especially those of the minority shareholders who are in an inferior position. It is both the starting point of regulation on takeover by law and the final goal of the justice of law. In this paper, firstly the author will define some basic concepts, and discuss the necessity of protection of the rights and interests of minority shareholders from the following respects: the principle of equality of shareholders and various conflicts of interests during a tender offer. Then, the author will introduce the protections provided by the corporate law and the securities law. The protections provided by the corporate law are mainly constituted by two parts: the internal checks and balance system and the external judicial remedy system, among which, the internal checks and balance system includes restrictions on the power of board of directors to take anti-takeover measures and checks and balance on the majority shareholders; the external judicial remedy system includes the establishment of derivative action and the improvement of direct action. The protections provided by the securities law mainly include the following measures: forbiddance of false offer, information disclosure system, mandatory offer system and the carrying out the principle of civil compensation preference in case of the infringement on the rights and interests of minority shareholders. When talking about the above-mentioned systems, the author introduces and analyzes relevant laws and regulations in China, and puts forward some suggestions on how to amend them according to foreign laws and practices.