The Research On Protecting The Rights And Interests Of Minority Shareholders In Share Exchange Merger And Acquisition

Stock exchange as a mergers and acquisitions has been usedof China’s enterprises as early as ten years ago. Compared toother mergers and acquisitions, the acquisition is of aconvertible to save cash, and high efficiency. In the capitalmarket is more mature countries, Stock exchange have become themost commonly used mergers and acquisitions. China in theimplementation of the split share reform, the application forthe swap mergers and acquisitions to create a more convenientmarket conditions make it more frequent and widely seen inChina’s M&A market. Unfortunately, things always takeprecedence over the development of legal updates, Stockexchange is no exception. So far, only the2006regulationsissued by ministries,"Acquisition of Domestic Enterprises byForeign Investors provisions of" Article27of the convertibleon foreign acquisition of domestic enterprises have done asimple and rough rules, laws and regulations on the convertibleconcept and nature of mergers and acquisitions basic contenthas not been provided for, in the process of acquisition of the convertible investor protection nor for the contentspecifications. M&M as a convertible, although certain othermergers and acquisitions have in common, but there are alsomandatory, payment and other obvious differences. Meanwhile,the implementation of mergers and acquisitions along with theconvertible exchange for shares, compared with the tender offerand merger agreement to acquire the traditional way, its impacton small investors more in-depth and extensive. Based on this,there is a need to clarify how to stock exchange involvinginvestors, especially minority shareholders to protect theinterests of small shareholders as quickly as possible tomaintain the legal system.This paper is divided into four parts.The first section describes the theoretical basis stockexchange. This section briefly describes the concept ofconvertible acquisitions, mergers and acquisitions summarizesthe characteristics of the convertible, and demonstrated indetail Stock exchange compliance. As China’s legislation doesnot specify the stock exchange in this way, so academic inquestion or even deny the existence of the effect of mergers and acquisitions advice convertible. This article lists thevarious objections and refuted one by one. Finally proved tostock exchange in China under the framework of existing lawapplicable to the basis of existence.The second part of the cut into the core of this paper,namely stock exchange in the interests of minority shareholdersprotection. Want to know how to build a system to protectminority shareholders, it must be clear why the need to protectminority shareholders, minority shareholders in the end thatthere is any kind of weakness. In this regard, this article willreveal the small shareholders in mergers and acquisitions inthe weak position of specific performance, and proposed thetheoretical basis for protection of minority shareholders.The third section discusses the system of protecting theinterests of minority shareholders to build. First, startingfrom the exchange ratio, comparing the various methods ofcalculating the exchange ratio, trying to build a more fair toboth reflect the value of mergers and acquisitions, and it helpsprotect the interests of minority shareholders to determine theexchange ratio method; Secondly, against the change acquisition of shares of small shareholders, this should beclear that the proposed merger and receive a reasonablecompensation out of the system, including its objection to therequest of shareholders rights and third party repo cash optiontwo.Part IV discusses the stock exchange in the specialmeasures to protect minority shareholders. Were investigatedby comparing the proposed share exchange agreement in theimplementation process of the introduction of doublelitigation on behalf of shareholders and voting rights throughthe system. Dual representative shareholder litigationsettlement shares will be exchanged after the implementationof minority shareholders can not be filed the original lawsuiton behalf of the question. Voting system can be resolved throughthe exchange of shares of minority shareholders after theimplementation of the right to reduce the problem, can alsoregulate the controlling shareholder of the rights of minorityshareholders launched aerial share exchange behavior.