Research On Minority Shareholders’ Protection In The Bankruptcy Reorganization Of Listed Company

With the development of market economics, listed companies in China grow up rapidly, which reveals the rule of survival of the fittest. There are2500listed companies in Shanghai and Shenzhen stock market, of which there are239ST companies. Being influential, listed companies ’operation conditions endeavor great impact on local and industry economical orders. If these companies in the danger of becoming insolvent go into bankruptcy liquidation easily, waste of resources and wealth is inevitably, which even place negative effect on economical circumstance. After the "Enterprise Bankruptcy Law"was issue in2007, corporate reorganization provides a new solution to listed companies in the risk of bankruptcy. More than30listed companies have adopted corporate reorganization, and achieve good result. However,"Enterprise Bankruptcy Law"does not have specific provision about corporate reorganization of listed companies, therefore, the corporate reorganization of listed companies is not plain sailing, and shows many problems in practical operation.With the rapidly development of stock circumstance, the number of minority shareholders and shareholding ratio grow up obviously, which is important to the stock market and economic development. However, the protection of minority shareholders in listed company’s bankruptcy reorganization is not enough. Because the shares held by minority shareholders is few and mobility, they can barely join in the management of listed company. When listed company falls into crisis, they bear less responsibility. They cannot play important role in bankruptcy reorganization because of the weak position. But "Enterprise Bankruptcy Law’ lacks particular regulations about minority shareholder’ protection in listed company’s bankruptcy reorganization.Therefore,the writer considers that research about improvement about minority shareholder’protection in listed company’s is meaningful.The thesis clarifies the situations and features of listed companies in corporate reorganization through statistics the reality of listed companies’corporate reorganization.And puts forward suggestions and opinions combining with document literature and legislative of practice.This thesis is consisted of introduction, main body and conclusion.The writer introduces the background and method of this thesis from the aspects of background and significance, literature review, logical train and method.And introduction part illustrates the concept and features of bankruptcy reorganization, shareholders’rights protection in listed company bankruptcy reorganization, particularity of minority shareholder in listed company.The main body is divided of four chapters:The first chapter discusses the necessity and theory basis of minority shareholder’s protection in listed company bankruptcy reorganization.During reorganization, some parties’rights will be abandoned to have parties’interests reach an agreement. Because minority shareholder is an important participator in listed company bankruptcy reorganization, the reason and necessity of special protection shall be the first problem to be discussed.In this chapter, the writer analysis the particularity of minority shareholders in listed company bankruptcy, points out its weak position in reorganization.Their legal rights might be encroached, meanwhile, there is interests’conflicts against majority shareholder. This thesis illustrate the necessity of minority shareholder’ s protection in listed company bankruptcy from the aspects of social values of bankruptcy law, meaning of protecting minority shareholder in Chinese security market, sprit of democratic legal system, international trends.The second chapter discusses the meaning of bankruptcy reorganization to listed company, t there are many listed companies in management difficulty in Shanghai and Shenzhen stock market. Compared with liquidation and settlement, reorganization’s advantages are obvious. The writer clarifies the acceptance time of reorganization application, acceptance court, the situation of internet poll, situation of vote to get the features of listed companies ’bankruptcy reorganizationThe third chapter discusses the problems lied in the minority shareholders’ protection in listed company bankruptcy reorganization. The writer analyze from the aspects of vote, right to be informed, litigious right, degree of participation. In the aspect of vote, the thesis starts from the significance of internet poll to minority shareholders, and states that the application of internet poll in bankruptcy is not standard.The rule of court judge reorganization proposal is not enough. Information disclosure is critical to the protection of minority shareholders ’right to be informed. there is still some part to be fulfilled. As for the litigious rights of minority shareholders, this thesis discusses the protection of minority shareholders ’rights in bankruptcy reorganization. Because minority shareholders can not join in the establishment of reorganization plan, the writer assumes that the degree of participation is harmful to the interests’protection.The fourth chapter gives suggestion and comments about the problems raised up in the third chapter.About the problems lied in minority shareholders’protection about vote, the writer assumes that the rule about use of internet poll and contributors’vote shall be established. Considering the distinction between minority shareholder and majority shareholder, the thesis assumes when contributors vote against the reorganization plan, they shall consult to the mode of creditors, which may easily reach just result. The regulation of court judge reorganization shall be detailing, which is the necessary condition of court approve the plan in the position of neutral and fair. The writer thinks that establishing minority shareholders committee is an important measure to help the minority shareholders participate in the process reorganization. As for the right to know, the thesis replenish information disclosure from the person disclose information, the contents of information disclosure, ditch of information discourse, responsibility of breaching discourse duty. At last, the writer analyzes the minority shareholders’litigious rights in reorganization, and presents independent opinion about jurisdiction and obligation of compensation. The establishment of reimburse system provide legal aids to minority shareholder whose rights is infract. Group’s lawsuit is helpful to reduce minority shareholders’litigious fees and pressure.The last part is the conclusion of this thesis.The innovation of this thesis is the topic of minority shareholder’s protection in listed company bankruptcy reorganization is new. And the major difficulty of this thesis is that the relevant documents are rare. This thesis put forward opinions about necessity, problems and suggestions about minority shareholders’protection in listed company bankruptcy reorganization.