On Acquisition Of The Interests Of Minority Shareholders Protection

As an effective way to expanding, Companies'merger and acquisition has becoming more and more important today,because of the own reasons and external constraints, the target company's shareholders, especially the minority shareholders has been in a weak position during the merger and acquisition,their benefits have been violated frequently.Though we have made some protection-related legislation,but they can't meet the needs of practice.we need to explore more comprehensive and effective legislations and systems actively,based on the the absorption of advanced foreign experience, hoping to protect the interests of minority shareholders of our state effectively.There are three sections in this thesis:Section I is the basis introduction of the protection to the minority shareholders in companies' merger and acquisition,it is the basic of all this thesis,it is the theoretical groundwork for the below.Basic on the relevant definications ,this section has anlysised the reasons and necessities of the protection to the minority shareholders in companies'merger and acquisition from the theories and the facts, finally I have discussed the border of the protection to the minority shareholders in companies'merger and acquisition basic on the legal "fair - efficiency".Section II is the comparison of the world's different states and region'legislation of the protection to the minority shareholders in companies'merger and acquisition,specially focus on the United States,the United Kingdom, Germany, Japan and the European Union.I have disserted the characteristics and advantages of these states and region, on the basic of these countries and region'fact .hoping that we can have a deepper recognization of the protection to the minority shareholders in companies'merger and acquisition on this analysises,and also hope to have some inspirations to china.Section III is the focal point of this thesis.Basis on the last two sections,this part has made an comprehensive and in-depth discussion of the Chinese protection to the minority shareholders in companies'merger and acquisition in five parts,combinated of the legislative status and the factual needs of Chinese protection to the minority shareholders in companies'merger and acquisition.these five parts are the tender offer, the acquisition protocol,the anti-acquisiton,buyback rights of the dissen- ting shareholders and litigation system.I have made some comprehensive and depth analysis and discussion of our legislative status and the factual system,pointed the carcities in these five parts,and then disserted the way to solute this problem basic on Chinese facts.In a word,compared with other states and region,there are a lot of disadvantages in our legislation and system as to the protection to the minority shareholders in companies'merger and acquisition,we need to do more to complete our legislation by our effforts .I hope that this thesis can do something useful to the legislation of Chinese legislation of the protection to the minority shareholders in companies' merger and acquisition.