Caused By Multinational Merger And Acquisition Of Domestic Listed Companies To Protect The Interests Of Minority Shareholders

Foreign Investors’ Merger and Acquisition, as an important form of direct international investment, facilitates the industrial structure’s adjustment and upgrade in China, and broadens the channels of China’s economic development. Meantime, it also set an example of market economy operator for Chinese enterprises, making its contributions to the innovation of the enterprises and the optimizing of the resources’ allocations. However, it is a double-edged sword. Given the double effect it has caused and the impact it has on national sovereignty, legal regulation is necessary, indispensable and pressing. On one hand, it needs to be regulated and guided by industrial policies, so as to avoid the loss of state assets. On another hand, we should pay special attention to the protection of the interests of small shareholders. That’s because Foreign Investors’ Merger and Acquisition not only makes impacts on national industrial policies, competing policies and the economy’s safety and development. It also makes impacts on the both enterprises, especially the people related to the interests of the enterprises, such as the shareholders, the employees and the creditors. Therefore one of the important aims to regulate the Foreign Investors’ Merger and Acquisition is to protect the interests of these interest-related persons. This essay tries to make studies on the protections of the interests of the minority shareholders.The first chapter takes the example of Hangzhou Advance Gearbox Group Co., Ltd (hereafter referred to as Hangzhou Gearbox) to explain the interest infringement situations of minority shareholders during Foreign Investors’ Merger and Acquisition.The second chapter tries to explore the reasons that have caused the minority shareholders’interest infringement during Foreign Investors’ Merger and Acquisition. And then give the concrete explanations, that is, the imperfection of the domestic laws and regulations on Foreign Investors’ Merger and Acquisition at the time being, the unreasonable management in the listed companies, the inadequate functioning of the body of supervisors, the immaturity of the securities market, the self reasons of the minority shareholders, and the reasons of national policies.The third chapter tries to explore the present protection situations to the interest of minority shareholders of domestic laws and regulations during Foreign Investors’ Merger and Acquisition. Analyze the following three aspects, Shareholder derivative action system, information disclosure system and the independent director system.The fourth chapter tries to explore the protection situations to the interests of minority shareholders of foreign laws and regulations during Foreign Investors’ Merger and Acquisition. Mainly analyze the protections of British, America, German and European Union. The characteristics of British in the interest protections of minority shareholders during Foreign Investors’ Merger and Acquisition is the compulsory Merger and Acquisition system and the principle of prohibiting filibusters. The characteristics of America are the strict information disclosure system, the maturity of the regulatory system, the strengthening of the loyal duties of the directors and valid self-discipline system. The characteristic of German is embodied in Against Restraints of Competition Law. The characteristic of European is the principle of effect and territoriality, and later introducing the reporting system prior to the merger and acquisition.T he fifth chapter is mainly about how to perfect the interest protection systems of the minority shareholders in China during Foreign Investors’ Merger and Acquisition. Give the following five suggestions, that is, improving the awareness of the minority shareholders’rights exercising, building the whole-process compulsory information disclosure system, the perfection of the shareholder derivative action system and the independent director system, the perfection of the shareholder voting system and increasing the duties of the leading shareholders.