| The privatization of the listed company, fundamentally different from that of the state-owned company, is essentially a kind of special stock trading behavior in the stock market. The privatization of the listed company means that the majority shareholders of the company and the affiliated persons acquire the tradable shares of the minority stockholders, contributing to the centralization of the company's ownership, thus the public issuing shares become lower than the statutory standard and unable to meet the listing requirement, finally delisting into a non-listed company. The choice of privatization made by the listed company illustrated well the “economic rationality” of the market entity and as a normal commercial behavior, is common in overseas mature capital market. Considering the immature domestic stock market and the relative scarcity of the “shell” resources of the listed company, it's almost unlikely for the company to withdraw from the market voluntarily. Therefore, there are neither provisions in the relevant legislation concerning the issues of voluntary delisting nor enough attentions in the academic circle. With the privatization transaction in A share market launched by CNPC and Sinopec in 2005, people got to know gradually the privatization of listed companies as a new kind of mergers and acquisitions, yet China hasn't established a complete law and regulation system concerning the privatization of listed companies so far.With the deepening development of domestic security market and the implementation of the registration of security issuance, the demand of future listed companies for privatization is expected to increase, thus related laws and regulations need to keep up with times and the corresponding modification and improvement should be made. This paper will, based on theoretical analysis on privatization of listed companies, analyze the related regulations of overseas mature capital markets. Meanwhile, combining with the our existing laws and practices and considering the deficiencies of the privatization system of listed companies, advice on the system improvement, which focuses on embedding the values of protecting the minority stockholders' rights and interests into the privatization delisting system and make inclined allocation of powers in the system design, will be given.In addition to the preface and conclusions, The body of the text consists four parts.The first part mainly introduces the basic theories concerning the privatization of listed companies, focuses on the analysis of the concept and nature of the privatization and particularly, emphasizes that the minority stockholders, for the vulnerable position in the process of privatization of listed companies, requires extra protections. Besides, history from laissez-faire to the limited control of listed companies' privatization will also be presented.The second part evaluates the present basic legal system concerning the privatization of listed companies, make analysis, respectively, on typical cases of privatization according to the two privatization modes under the legal framework and points out, especially, the conditions where the minority stockholders are lacking in protection in the practice of privatization of domestic listed companies.The third part analyzes, in detail, the American legal systems on the privatization transaction of listed companies, which consists of two levels: federal law and state law. As for federal law, the US Securities and Exchange Commission made the rule of 13e-3 to emphasize the importance of information disclosure to ensure a fair transaction. On state level, the paper analyzes the specific regulations concerning the two typical ways of privatization in the General Corporation Law of Delaware.The fourth part, based on the coarse privatization system of listed companies, provides advices on the system improvement, the key of which is to establish a relatively unified regulation on the existing legal system, centered by the protection of minority stockholders. |
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