Research On The Ptotection Of Minority Shareholders’ Rights And Interests In "Poison Pill"

"Poison pill"2,in the company law,refers to a clause in the articles of incorporation,When a target company issues preferred stock to common shareholders and an unauthorized party acquires a large sum of the stock,the "poison pill" takes effect and new stock floods the market to greatly dilute the acquiring party’s stock right,make the acquisition cost higher,so as to resist the acquisition.The core of anti-takeover lies in the selection of anti-takeover measures."Poison pill",as one of these approaches,breaks the principle of "the same stock has the same right".It can protect the rights and interests of minority stockholders,who are less privileged in decision-making and access to information as compared to the dominant shareholders and more liable to suffer serious loss if inappropriate anti-takeover measures are adopted.The thesis aims to find out how to optimize laws and regulations on anti-takeover measures in China and to better protect the rights and interests of shareholders,especially the minority stockholders.The thesis consists of introduction and body part.The former includes the background and significance of the research and thesis structure;while the latter is divided into the following five parts:Part Ⅰ defines "poison pill" and minority stockholder,introduces the characteristics of "poison pill" and compares the rights and interests of minority shareholders to these of the dominant shareholders.Based on this,it further illustrates the necessity to protect the rights and interests of minority shareholders with "poison pill",and to argue that "poison pill" aims to protect the minority shareholders.Part Ⅱ Britain and America are known to have the most complete laws and regulations on anti-takeover measures.And analyzes the status quo of the anti-takeover laws and regulations in these two countries from the decision-making rights and directors’ duty of faith,its content and standard.From the perspective of protecting minority shareholders,a comparison is made between these two countries to show the importance of legislation of anti-takeover."Poison pill",as the key to the decision-making right,contributes to the judicial review of the cases under which the interests and rights of minority shareholders are impaired.Part Ⅲ expounds on the current status of legislation,the limitation of anti-takeover decision-making in anti-takeover activities,the target company’s directors’ rights and obligations,the target company’s shareholders’ rights and obligations,hostile takeover company’s rights and obligations,and etc.Regarding the insufficient protection for minorities shareholders in our existing anti-takeover legislation.Part Ⅳ For the third part of the legislation on the status quo of the protection of the rights and interests of minority shareholders,the proposed recommendations include:the author believes that we should improve our pertinent laws and regulations from the orientation of protecting the rights and interests of minority shareholders,endow the stockholders’ meeting with the decision-making right for "poison pill",and introduce the corresponding faith obligations and judgment standard to check whether it is legal and rational when the company’s management group and controlling shareholders adopts "poison pill".Part Ⅴ summarizes the thesis,emphasizes the importance to take value orientation of protecting the rights and interests of minority shareholders for the measure of "poison pill".Moreover,under the principle of "shareholder is the king" and by endowing the shareholder meeting with the right for "poison pill",the thesis clarifies the directors’ obligation of faith and standard so that the interests and rights of shareholders,and minority shareholders in particular,can be better protected.