On Acquisition Of The Interests Of Stakeholders In The Conflict And Balance

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 stakeholders' rights in the M&A from an entirely new angle.Basing on the relevant research of corporation law, this thesis tries to discuss how to reconstruct the interest balance structure. The balance and regulation of interest aims to remedy the interest structure which has balanced its balance according to the legal thought, and reconstruct the interest balance structure of the stake-holder on the ground of corporation merge and acquisition, in order to protect the interest of stake-holder who are apt to be hurt.In the light of this thought , this paper discuss how the static construct is broken in the process of corporation merge and acquisition and the role of law in reconstructing the interest balance structure. Accordingly, this thesis can be divided into the four parts as follows:The first chapter discusses the stake-holder on the ground of corporation merge and acquisition. The concept of the stake-holder. what the stake-holder exits.The second chapter discusses in all aspects the break of balance of static rights made by the merger and acquisition. This chapter includes three parts as following: the first part will analyze the break of balance made by merger and acquisition among shareholders and its reasons. The second part will analyze the break of balance between seller and buyer and its reasons. The last part will not only analyze the break of balance between parties of merger and acquisition and creditors, but also the reasons for conflict between creditors and shareholders. The third chapter is about unbalance revise by principles and systems with reference to other countries' legislation. Firstly, the author makes a brief introduce of legislation of other countries. Then, the author discusses the functions of these legislation in re-balancing the interests.The forth chapter is, the key part of this paper, about the situation of our country in revising the interest unbalance. Firstly, the author analyses the advantages and disadvantages of current Chinese laws. Then, the author suggests necessary legislation in the field of merger and acquisition, and provides with a series of procedures and relevant supporting measures.