Research On Protecting Minority Shareholders’ Interest In The Company Merger

Company merger is often occurs during the normal operation of a commercial activity. In the fierce market competition, it is one of the effective ways to grow rapidly, such as lenovo and IBM merged, geely and Volvo is a typical and successful example of mergers and acquisitions.At present, under the background of a market economy steadily, the small and medium-sized enterprise(SMEs) continuously rise,more and more intense competition among industry, expand the scale to compete for the market is an important way of promoting the enterprise to survive. Affected by Chinese special conditions, later development of private enterprises in our country,and in the exploration phase of economic operation of the market, company merger system started relatively late, relevant laws and regulations about the company’s merger is very imperfect.Especially in terms of protecting the interests of shareholders,there are many problems, infringes upon the lawful rights and interests of the phenomenon is serious. Therefore, in terms of the existing laws and regulations,and to protect the interests of the shareholders, especially to protect the interests of small shareholders, has become the company in China urgently need to solve a major problem in the process of merger.in this background, to establish and improve the shareholder interests protection rules has become a legislation and scholars efforts in the direction of the company. In this context, the author through the writing of this paper, aimed at further discussed the merger of our country small and medium-sized shareholders’ interests protection system of related problems, and further perfect measures are put forward.This paper expounds the four aspects of content, specific content is as follows:the first part is the merger theory, this part mainly expounds the basic theory of the merger, this part introduced the concept of a merger, basic characteristics and the significance of the merger. As the theoretical foundation of the research companymerger perfect policy, through the discussion of this part aimed at the protection for the interests of(SMEs) in company merger to provide theoretical support and lay a foundation to better describe as below.The second part of the protection for the interests of medium and small shareholders in company merger research theory, this part mainly expounds the theoretical basis of protecting minority shareholders’ interests in the merger and the research necessity. The third part mainly expounds the existing problems of protecting minority shareholders’ interests in the merger,including the merger of the problems existing in the shareholder’s right to know, the merger of directors and the absence of a fiduciary duty to shareholders, the problems existing in the shareholder resolution theory, the problems for dissent shareholders share buybacks.The fourth part is based on our country’s basic national conditions,learn from foreign experience in the premise of the legislative system in the interests of the shareholders of the combined company to improve the protection of specific proposals.