A Study On Corporate Governance, Cash Dividends And Over-investment Behavior: Based On Manufacturing Listed Companies

With the development and progress of social economy, our country company system matures, the number of listed companies has been improved, the socialist market presents a scene of prosperity. But the rapid development of the capitalist market for listed companies is a double-edged sword, brings the development opportunity, also brought corresponding challenges, in short, the development of the capitalist market to turn a lot of money for the production of capital of listed companies, improve the efficiency of resource utilization, at the same time, the internal the rights and interests of minority shareholders of listed companies is also affected by the corresponding, the phenomenon of negative influence on the development of the capitalist market. As is known to all, small and medium-sized shareholders is an important subject in the capitalist market, due to the more the number of small and medium shareholders, and is in a state of scattered, so their rights is hard to get effective protection, will be the development of the harmony and stability of the market economy of our country have a negative impact.In recent years, due to the small and medium-sized shareholders own disadvantageon ownership, causing it is often the controlling shareholders in the listed company and the company violate its own interests, make it a lot of legitimate rights and interests in virtually deprived. If the rights and interests of minority shareholders own hard to get effective protection, will seriously affect the investment enthusiasm of small and medium shareholders. Legal aspects focus on protection of the rights and interests of minority shareholders in China relatively late, the problem in the developed countries such as Britain and America have perfect legal system, our country in 2006 to the company law with the "securities law" amendment, although the standardization problems of protection of the rights and interests of minority shareholders, but the relevant laws and regulations and related system still needs to be perfect. Should have correct understanding on this issue in our country, social enough to clear the market of incomplete, non-standard, such as display problems of listed companies in recent years, the false information disclosure, to behind the manipulation of stock prices, insider trading, etc., all appeared a series of direct impact to the rights and interests of minority shareholders. Under the background of global economic integration, the listed company should be in line with international standards, then the trend of the development of The Times, to draw lessons from foreign advanced experience and mature system, in order to improve the market economy in our country.The first part is expounded in this paper the background, significance, and many other aspects of content, clear the status quo of the present stage our country small and medium-sized enterprise shareholder rights and interests. The second part is about the rights and interests of minority shareholders of listed companies to carry on the simple introduction, to clear the contents of the rights and interests protection classification. The third part is within the listed companies on the forms and features of medium and small shareholders’ rights and interests are violated, and has been clear about the rights and interests of minority shareholders of listed companies in our country are violated, from various angles to analyze the factors. The fourth part from the perspective of existing regulations and lack of study, combining with the law to clear the problem. Fifth part of the system of protection of the rights and interests of minority shareholders of the listed companies is relatively perfect state is studied, and draw lessons from the successful experience, in order to perfect our country social economy. The sixth part is the third part and the fourth part of reference, combined with the status quo of the development of the socialist market economy in our country at present stage put forward the corresponding measures, which guarantees the protection of the rights and interests of minority shareholders.