A Study On The Protection Of Minority Shareholders In Listed Company’s Volunteering Delisting

Protection of minority shareholders is the major mission of listed company’s volunteering delisting(hereinafter, "delisting") system. This dissertation focuses on the major rights enjoyed by minority shareholders in the process of delisting, including decision-making right, the dissenter’s appraisal right and right to information. Ultimately, this dissertation puts forward some recommendations and suggestions for the legislative protection of the rights mentioned above.There are about 39,000 words of this dissertation. In addition to the introduction and conclusion part, the dissertation is divided into four chapters as below.Chapter I illustrates theoretical basis of minority shareholders’ protection in delisting, which specifically focuses on the definition of minority shareholders, the main rights enjoyed by minority shareholders in delisting, the interest conflicts between minority shareholders and controlling shareholders, the damages of minority shareholders suffered from controlling shareholders, the basic theory and core value concepts of minority shareholders’ protection in delisting and other related issues.Chapter II focuses on the protection of minority shareholders’ decision-making right. Decision-making is the primary part of the proposed delisting action. This part specifically discusses decision-making authority, decision-making mechanism and regulation of approval by a majority of minority shareholders(hereinafter, "regulation of minority’s approval"). This dissertation proposes to introduce a requirement that any issuer that wants to delist voluntarily must first obtain the prior approval of a majority of at least 75% of the total number of issued shares held by the attending shareholders in general meeting, and the resolution should have not been voted against by 10% or more of the total number of issued shares held by the shareholders present and voting. The controlling shareholders and their associates need not abstain from voting on the general meeting. The best path to realize regulation of minority’s approval lies in the maximum ratio of opposing votes. Appropriate changes and improvements should be made to our current delisting decision-making rules.Chapter III discuses about the protection of minority shareholders’ appraisal right. Dissenting shareholders, which mean the shareholder(s) voting against delisting shall enjoy the right to shares buy-back. This part specifically discusses the repurchase procedure and pricing rule of minority shareholders’ appraisal right. The appraisal right rules currently in effect are seriously inadequate and need be corresponding revised.Chapter IV demonstrates the protection of minority shareholders’ right to information. In the process of delisting, delisting information should be timely, truly, accurately, completely and fairly disclosed to the public. This part specifically discusses basic theory, specific contents and authority supervision of information disclosure in delisting. To protect the interests of minority shareholders, we should modify and improve existing information disclosure rules, such as improve information disclosure frequency, supplement the specific contents of disclosure, as well as promulgate specialized information disclosure rules of delisting and strengthen the disclosure supervision.