On The Mandatory Tender Offer To Minority Shareholders Of The Target Company In The Interests Of Protection

As well known, the shareholder is basis of the negotiable securities economy lasting. The right protection level of shareholders relates not only directly to the individual vital interests of shareholders, but also to the corporation institution and stock market's living or dying. Therefore, the rights and interests protection of shareholders is paid attention to by the law of corporation since the start of corporations. And since the start of the negotiable securities transaction, protecting the interests of investors became one of the negotiable securities legislation objectives. A fact not allowed to be neglected is that because shareholders are distinguished by the different amount of stocks held, the major stockholders use the governing structure of the corporation more effectively to protect their own interests, while the minority shareholders often choose "the rational indifferent" . This does not mean that the minority shareholders do not care about their own interests, but have no alternative. To maintain social justice, the law should give the minority shareholders special protection.The shareholder rights and interests protection done by "Law of corporation", "Securities law" and other related laws and regulations of our countries is not Acme of perfection and with no weakness, and stock market started late. Both of these get the practical protection of shareholders' rights and interests, especially the minority shareholders' unable to do what they hope to do. Along with the developing of the stock market in our country, the corporations will purchase more and more. The purchase of corporations involve to interests of many different subjects. The materiality of the purchase legislation is how to handle interest conflict and seek the balance point of interest. However, among the subjects of benefit conflict, the purchaser, the holding shareholders and the managers of target corporations and so on, all have the obvious superiorities, and they often get opposite , eclectic and compromised. On the contrary, the interests of the minority shareholders in target corporations usually are damaged. Therefore, the legal rights and...