Listed Companies Take The Initiative To Delist The Legal Procedures

Delisting of listed companies can be divided into active delisting and forced delisting.Mandatory delisting of listed companies is passive,whose procedures and conditions directly are regulated by the law and rules of Stock Exchange.Because of being initiated by the listed company itself,the conditions,procedures of Active delisting have greater flexibility.Delisting can be completely divided into partial delisting and complete delisting,they have different ways to be achieved.To balance the interests of large and small shareholders,the United States,Germany,Hong Kong and other countries and regions develop a series of delisting rules of listed companies.In the United States,"Securities Exchange Act of 1934" and other regulations and precedents,and the courts in Delaware as the representative of all courts of the US,established the disclosure system of the listed companies in the process of active delisting.This system as the core of the information system,strengthen the Securities Review Committee from government agencies on the initiative of delisting fair and reasonable regulation,collective action and interests are determined to the group litigation and the damaged medium and small shareholders rights;In Hong Kong,its"verify" rule is intended to allow small shareholders to use their own advantages to offset the number of large shareholders' ownership advantages of rights,so as to achieve the balance through the game of big and small shareholders,because this approach is often abused and distorted canceled,but only for registered in Hong Kong and listed companies,a smaller proportion of the total in Hong Kong stock market,because This amendment,the effect is not obvious;the "rule of law" the German Stock Exchange and the stock exchange constitute the main active delisting system of listed companies,the listed companies delisting for various conditions and terms,the company shareholders' meeting resolution authority on law and securities law but there is a lot of controversy and discussion the delisting mechanism is still in active,constantly revised and perfected.With the development of China's stock market,more and more medium and small investors constitute the base of the stock market,without the active participation of medium and small investors,there would be no prosperity of the stock market.Experience shows that in mature markets environment,those countries which protect the interest of medium and small investors adequately always have developed capital markets.In the mainland of China,after twenty years of development,the system of relevant laws and regulations of delisting gradually improve.During this period,the delisting system has experienced a focus on the regulation of mandatory delisting initiative to withdraw from the market and forced delisting process.At present,the regulations of listed companies active delisting include "People's Republic of China company law","People's Republic of China Securities Law" and relevant judicial interpretation of the Supreme Court,the securities regulatory agency issued regulations and the relevant provisions of the stock exchange of delisting.On the basis of analyzing the legal principle and value for protecting the minority shareholders,I got a conclusion that we need set up a special regulation to regulate the behaviors during going private.It contains:for the listed companies is the lack of active delisting reasons substantive review process;no top-level design about the purchase price of the non associated shareholders due to the equity distribution,they basically have no bargaining power;the lack of small and medium-sized shareholders standards,small shareholder identification difficulties;the pre-procedure of judicial interpretation of the Supreme Court,no securities group litigation system,improve the delisting of listed companies active The difficulty of safeguarding the legitimate rights and interests of minority shareholders.The suggestions to strengthen the fiduciary duty of controlling shareholders;explicit the minority shareholders'participation rights and approval rights,(especially minority shareholders,meaning the same below);to solve these problems is to increase the offer price fairness evaluation procedure,additional electronic voting,strengthen the supervision of the information disclosure of listed companies,the substantial examination of active delisting application,cancel the pre litigation conditions and the implementation of the securities group litigation system in the judicial relief program.