Mandatory Bid Rule And Minority Shareholder Protection

Primarily, the objective of this research is to study the rationale of MBR and its value in protecting the interests of minority shareholder, analyse the design and the deficiencies of its application in Chinese legislation and explore whether there are other possible methods to adopt MBR. To achieve this objective, the following sub-goals have been formulated:1. To define the concept, the value judgment and the legal basis of MBR. This includes the review of three fundamental theories which include the Parity of Treatment, Sharing of Control Premiums and Right of Choice. Any opposing arguments against MBR need to be discussed at a later stage.2. To study MBR in some jurisdictions and other system of rules which are established to protect the interests of minority shareholders during takeover transactions. It has a practical meaning to explore its legislation and application in the UK and EU, and it would be worthwhile to review how the American related rules can achieve this goal without using MBR.3. To illustrate MBR in Chinese legislative course and its actual design. Through studying the legislative background and provisions of Provisional Regulations on the Administration of Share Issuance and Trading, the Securities Law of the People’s Republic of China and Measures on the Takeover of Listed Companies to find the innovation and deficiencies existing in Chinese current laws.4. To reconsider MBR in China and discuss the possible ways to perfect it in view of the protection of minority shareholders. The researcher will combine the successful experience of other countries with the Chinese legal practice and try to create possible ways to perfect the construction of other cooperative system.