On Protection Of Interests Of Small And Medium Shareholders In The Mandatory Bid System Of Our Country

Acquisition of listed company means the buyer gets the actual control of listed companies. Mandatory bid system is an important legal system in the acquisition of listed company, and the legislative purpose is to protect the interests of small and medium shareholders.But many countries do not stipulate mandatory bid system, such as the United States, Japan and other countries, but through strengthening the disclosure obligation of the buyer, faith obligations of the management, and the fiduciary duty of controlling shareholders, etc. In 1993, our law legislators issued Provisional Regulations for the Administration of Issuing and Trading of Shares which stipulates the acquisition of listed company and mandatory bid system. In 2014, Securities law and Administrative Measures on Takeover of Listed Companies made more perfect rules for mandatory bid system. According to the analysis of related cases in our country, it can be seen that there are still some shortcomings in the mandatory bid system.Based on above background, this article analyzes the necessity and how to protect the rights and interests of minority shareholders during the acquisition of listed companies in China by comparative analysis of the basic research methods, combined with case analysis methods and legal norm analysis methods, etc. This article includes three parts, introduction, text and epilogue and the text is divided into three chapters.The first chapter introduces the basic theory of small and medium shareholders in mandatory bid theory. First, this part introduces the theory of the acquisition of listed companies, tender offer and mandatory bid and the legal basis for mandatory bid. Secondly, this part expounds legislative reasons and legislative battles of the mandatory bid system. Finally this part introduces the exemption of mandatory bid system which keeps the balance between fairness and efficiency. The second chapter is the focus of this article. Through introducing two acquisition cases, this part analyzes the deficiency of mandatory bid system in our country, including offer price, offer disclosure and civil relief of small and medium shareholders, etc.Also this part analyzes the defects of the situation and problems of mandatory bid exemption. On the basis of the second chapter, the third chapter analyzes how to further improve the mandatory bid system and the improvement of the current civil relief system for shareholders of our country.