On Company Law Protection Of Minority Shareholders

In company, minority shareholders, who are out of disadvantage, easilysuppressed by the controlling shareholders, their interests are often subjected to theinfringement of the company and the controlling shareholders. Compared with theCompany Law in1993, the current Company Law in our country amended and addeda part of the terms of the protection of the interests of minority shareholders(Such asthe shareholders convened rights system, the shareholder proposal rights system,cumulative voting system, voting rights avoidance system, shares of dissentingshareholders the right to repurchase request system, as well as shareholderrepresentative litigation system).It had played a positive role to protect the interestsof minority shareholders of the Company.The first part of this paper discussed the realistic basis of the protection ofminority shareholders’ interests. To start with the definition of minority shareholders,it summarized the aggrieved performance of interests of minority shareholders,discussed the significance of protection of minority shareholders, and had a briefreview of our institutional evolution of the companies act on the protection ofinterests of minority shareholders. The second part discusses the theoretical basis ofprotecting the minority shareholders. Capital majority vote is the basic principle,which should be adhered to, but it is not conducive to the protection of minorityshareholders. So, to limit the application of that principle is very important. At thesame time, it is necessary to adhere to the equity principle of equality. However, inmany cases only formal equality of minority shareholders existed, and we should paymore attention on how to transform formal equality into substantive equality.However, to protect minority shareholders does not mean to overthrow the CompaniesAct on the basic principles, such as the capital majority decision principle, but toadhere to the premise of the general principle and mechanism of the Companies Act,to protect the interests of minority shareholders appropriately. However, protection ofminority shareholders is not meant to overthrow the basic principles on theCompanies Act, such as capital the majority principle, but to adhere to the premise ofthe general principle and mechanism of the Companies Act, to protect the interests ofminority shareholders appropriately, and to emphasize the appropriateness. The thirdpart outlines the mechanism for protection of minority shareholders to participate inthe affairs of the company. To explore from institutional connotations, the system features and problems of minority shareholders of the shareholders’ meeting convenedrights of minority shareholders’ right to make proposals, the cumulative voting system,shareholders’ voting rights avoidance system, and put forward a sound measuresbased on the existing problems. The fourth and fifth part discussed the reliefmechanisms of minority shareholders---the shares of dissenting shareholders the rightto repurchase requests and resolution of defect complaints and shareholder on behalfof the litigation system.To protect the vulnerability of the interests of minority shareholders，is a longand ongoing project. Although the current Companies Act has made great progress inthe protection of the interests of minority shareholders, representing the CompaniesAct in1993, but it is not perfect, inevitably there are some drawbacks. Law has lag,which requires that we must constantly find the problem and solve the problem.