The Protection System Of Shareholders In Going Private Transactions Of The Listed Companies

To construct the protection system of shareholders in going private transactions of thelisted companies, this article will begin as the logical sequence: its various aspects, namelythe resolution link, share repurchase links, whether the agency share transfer of part of theformer three are active delisting disclosure of the information involved in link analysis andthe establishment of system, through the comparison of Chinese and foreign regulationsdifferences and found defects in all aspects of investor protection based on the suggestions forimprovement of the system.There are about37000words of the text. In addition to the introduction and theconclusion, body is divided into four parts.The first part of the listed is about company active delisting resolution system. Activedelisting resolution system should focus on investors to ensure them express of their wishesequally and fairly. To construct this system, it should include these parts: the ownership of thefinal decision to it; avoid the establishment of the system; and play the role of the independentdirectors and special committees. This system in our country is flawed in the above aspects.So, the final decision should be attributable to shareholders’ meetings, establish the system ofthe active delisting resolution process challenge, give full play to the role of the specialcommittees under the independent directors and the board of directors, and to determine theclassification of public shareholders voting system.The second part is about that the listed companies have taken the initiative to withdrawfrom the market the repurchase of shares. Listed company decided to go private ofteninvolving the repurchase of shares. Shares buy-back system, including the range of therepurchase before the repurchase and repurchase price determination, repurchase subsequentbehavior regulation. This system in our country is flawed in the above aspects. To this end,we should broaden the scope of the subject matter of the share repurchase will take theinitiative to withdraw from the market to include; determine the voluntary delisting of shares of listed companies repurchase; establish a tender offer optimal price principle and improvethe legal regulation of the tender offer follow-up behavior.The third part is about that the listed companies to withdraw from the market after sharetransfer agent. According to the principles of freedom, the listed companies have the optionwhether to enter the agency share transfer system. The construction of the system is to betreated differently. When the company chose mot to enter the system, we need to determinethe laws and the regulations should apply; otherwise, we need to follow up in accordance withthe requirements of the system. The system should include transactions, transaction time, andthe need to establish a comprehensive regulatory regime. This system in our country is flawedin the above aspects. Therefore, the need to be targeted to improve measures to determine thelaws and regulations to be followed after the companies have taken the initiative to withdrawfrom the market, improve the content of the transactions of the agency share transfer system,time, price change, and construct the active supervision of the delisting of the company’smechanism.The fourth part is about that the information disclosure of listed companies activedelisting. The three main components, Active delisting resolution links, share repurchases link,take the initiative to withdraw from the market, whether the agency share transfer system link,are inseparable from the disclosure of the information. To construct the system, we shoulddetermine the time of the disclosure of information, content and information disclosuremandatory. There is a need to improve the current system in the above areas. So, it should beto determine the stage of information disclosure, enrich the content of the informationdisclosed, and at the same time to determine the principle of mandatory disclosure, voluntarydisclosure is the exception.