The Protection Of The Minority’s Rights And Interests In Stock-limited Company

In the modern society, company is the most fundamental and indispensable form ofthe business organization in the marketing of the economic society. As the corn of thecompany structure, stockholders take on many responsibilities and obligations inaccordance with the law. In the company, the minority shareholders account for alarge number but held much less shares, therefore they may exert little influence ondecision-making of the entire company. So, large shareholders may easily control thecompany, during which minority shareholders’ rights and benefits are invaded. So, itis vital to protect minority shareholders. But in terms of the current situation in China,the protection of minority shareholders’rights and benefits still exists shortness anddefects in systems. Hence, it is necessary to perfect the protection of minorityshareholders.The paper, regarding the limited company as the major object, made a study on thetheory of protection of minority shareholders’ rights and benefits. Firstly, it putforward the definition of the minority shareholders and the significance of theprotection of the minority shareholders. Owing to the uncertain definition of theminority shareholders in the existing laws in China, the paper analyzed deep by meansof comparing it with other definition of the law concerned, such as shareholders andmajority shareholders. Additionally, the protection of the minority shareholders’ rightsand benefits is equal to the protection of the entire company’s rights and benefits. Interms of the protection of minority shareholders in China, the protection of theminority shareholders abroad taught much more lessons for our reference on both theplanning of the regulations and the lawsuit system of the post measures.Then, the paper chiefly analyzed the current condition of the protection of theminority shareholders among the limited companies in China from two aspects,manifestation and reasons of damage of rights and benefits. The former one included possession of big capital of large shareholders, deprivation of minority shareholders’right to information, limitation of dividend distribution of minority shareholders,transforming assets of large shareholders through affiliated trading and illegalbehavior of limited company that guarantee large shareholders. Because of misuse ofcapital majority decision, imperfect structure of corporate governance, conservatismof judicial intervention and incomplete shareholders’ lawsuit system, it is urgent toimprove the protection system of minority shareholders’ rights and benefits. Therefore,the paper proposed constructive and needful suggestions for perfection of protectionsystem of minority shareholders’ rights and benefits from preventive management andpost measures, including improving cumulative voting system, establishing limitativevoting, and perfecting systems of independent boarding, direct lawsuit of shareholdersand derivative action. Without perfect remedy measures, there would no speak ofprotection of minority shareholders’ legal rights and benefits.