Study On The Legal Issues Of Privatization Of Listing Corporation

Privatization of Listed Companies refers to the transaction that controlling shareholders of the Company or its affiliates obtain public shareholders by means of a tender offer or merger,thereby crowding out public shareholders to excessive concentration of ownership and becomes a non-listed company.By far,privatization is one of the effective means of many listed companies seeking capital market delisting,many developed capital markets such as the US,Europe,have appeared numerous instances of privatization.During privatization transactions,there are many issues,such as asymmetric information,unequal status of transaction parties.In this case,it is easy to control the promoters of privatization transaction process,damaging the interests of minority shareholders occur frequently.Therefore,the key of the legal regulation of the privatization deal is how to balance the interests of minority shareholders and the promotion of free trade.In China's capital market,privatization of listed companies has emerged in recent years,many problems exposed in the process,causing widespread concern in academic circles for the privatization of equity issues."Privatization of Listed Companies" is a borrowed concept that has been widely used in foreign countries,although domestic and foreign legal systems have some differences,but we can still seek their appropriate definitions within our legal framework.This article is based on the analysis of the classic case of privatization-Sinopec case,through this case,we can find that there are problems such as controlling the whole process of privatization and infringement of the interests of minority shareholders.By analyzing China's current relevant laws and rules,we can find many loopholes: insufficient information disclosure,doubt of board independence,the lack of participation rights of minority shareholders,the absence of dissenters' relief program,the handling of remaining shares.Privatization practices of developed capital markets are relatively mature,so investigate its privatization system is conducive to build our relevant system for reference.This paper introduces the rules for the privatization of listed companies in the US,the contents are divided into additional information disclosure provisions of federal law and specific rules of state law.By analyzing these rules,you can glimpse the fairness and rigor of the US privatization system.By comparing privatization practices and relevant laws,we can draw that: either from the protection of the interests of minority shareholders,or from the long-term development of the stock market,our country has a need to build an independent privatization rules.Our privatization practices,the relevant institutional basis and the rules of the developed capital markets,provide a feasible basis.Based on the above analysis,the paper provides some suggestions to build the privatization rules of China: the additional information disclosure,make the non-associated directors in charge of privatization,give minority shareholders the right of participating in the privatization,give dissenters the right of price assessment,add the right of freezing out rest shareholders.