The Research On Remaining Shareholders Freeze-out System

In order to avoid more than shareholders abuse of shareholders' rights,effectively improve the efficiency of company operation,reduce operating costs and agency costs,large shareholders will often choose to adopt the remaining shareholders freeze-out system to achieve full privatization of the target company.In April 2015 in our country "securities law"(revised draft)although the provisions in article 122 of the system,but on the regulation of system of forced out over shares too principle,the specific trigger conditions,implementation procedures,supervision and relief procedures such as no clear specification,and forced out the relevant system in foreign securities law system has been more perfect and mature.System advantages and huge market demand make to establish and perfect the system of imminent,but the current domestic theoretical research results of the system is not much and not enough in-depth.The purpose of this paper is to provide some valuable suggestions for the establishment of the system,the implementation of the system,and the relief of the system by combining the experience of foreign countries and combining with the specific facts of China.The article is divided into five chapters:The first part,ask questions.By introducing and analyzing the cases,elicit the questions about whether it should give large shareholders forced to squeeze the right,What conditions can be met to exercise this rightand how to exercise this right.The second part,focus on the basic theory of forced extrusion system of remaining shareholders freeze-out system,Through the analysis of the concept of remaining shareholders freeze-out system and related concepts,the legal basis,legislative preparation and policy basis and social basis of the system are discussed to illustrate the necessity and importance of establishing the system.The third part,explore the trigger condition of remaining shareholders freeze-out system in detail.First,put forward in setting the trigger condition should adhere to the principle of faith principle and efficiency,the trigger conditions mainly include the determination of the scope of application of the system,the determination of capital mehrheit,the calculation of equity share and the restriction of disguised holding shares.Thefourth part,focus on the implementation procedures and supervision procedures of theremaining shareholders freeze-out system.First of all,through the comparative study of foreign practices surplus shares forced to squeeze the procedure,to establish suitable for China's national conditions of the remaining shares forced to squeeze the establishment of the procedure;Secondly,the implementation period of forced extrusion of the remaining shareholders,the determination of shareholders compensation consideration and the large shareholders pay consideration guarantee issues;Finally,about building more forced out of supervision mechanism,and puts forward the supervision of the independent directors,third party service institutions and securities institutions supervision mechanism of the trinity.The fifth part,perfect the relief program of remaining shareholders freeze-out system;First,the author discusses and puts forward the principle that the shareholders should stick to substantive fairness in the relief,and maintains the legitimate rights and interests of minority shareholders through the determination of legitimate commercial purpose,fair price and procedures;Secondly,to explore the right of appeal of minority shareholders,and propose that minority shareholders should be given the right to appeal against the approval of the SFC to safeguard their legitimate rights and interests;Finally,the construction of minority shareholders judicial relief way,through the introduction of judicial procedures to protect the legitimate rights and interests of minority shareholders.