The Protection Of Minority Shareholders' Rights And Interests In The Volunteering Delisting Of Listed Company

Listed companies voluntary delist from the stock exchangebased on a motive.Such motiveshave both good one,such as avoiding the undervaluation of the company's value,reducing the cost of listing operations,and the malicious one.Typically,the majority shareholder of the listed company initiates a delisting for the acquisition of minority shareholders' stocks.The volunteering delisting of the company will lead to a decrease in the liquidity of the stock and a risk of devaluation.Whether it is good motives or malicious motives,listed companies voluntary delist from the stock exchange will have a significant impact on the interests of minority shareholders.As The volunteering delisting is the distribution of wealth again,and thus there are conflicts of interest between different stakeholders.As a result of the weak position of minority shareholders,their rights and interests are often seriously damaged,specifically for the following three aspects: First,the damage to the right to be informed;Second,the damage to the right to participate in the voting rights of minority shareholders;Third,dissenting shareholders quit difficultly.After the analysis China's relevant provisions of the protection of minority shareholders' rights and interests in the volunteering delisting of listed company,the author put forward the relevant recommendations.In addition to the introduction,conclusion,the text of this article is divided into the following four parts.In the first chapter,the theoretical basis of the listed companies to take the initiative to withdraw the rights and interests of small shareholders.This part mainly discusses the definition of the volunteering delisting of listed companies,the damage of minority shareholders 'rights and interests,the value orientation of the protection of minority shareholders,and paves the way for the later discussion.The second chapter,the protection of minority shareholders' right to be informed.Minority shareholders participate in the volunteering delisting process should be sufficient to get enough information to help them make a decision,butthere is a matching process between the information disclosure and information reception,different subjects have different needs of the information.Improper information disclosure will lead toinformation reception efficiency greatly reduced.A good information disclosure model can improve the effectiveness of minority shareholders to receive information,ease the minority shareholders "rational indifference" and "free ride" phenomenon,and thus encourage minority shareholders to actively participate in the maintenance of their own interests.However,The information disclosure model of China is simplify,information disclosure station in the perspective of securities rather than the perspective of investors,information disclosure tends to be "formalism",regardless of minority shareholders of information preferences and acceptance,resulting in of invalid information disclosure.In this regard,the author suggested that China's lawmakers should revive the rules of information disclosure in the process of listed company's volunteering delisting.Good information disclosure should stand on the point of view of investors,information disclosure should be diversified.Chapter III,the protection of minority shareholders' voting rights.There are two kinds of decision mode-the resolution mode of the board of directors and the resolution mode of the shareholders' general meeting.Due to the uneven distribution of the ownership structure of the listed companies in our country,the phenomenon of "dominance" is widespread,majority shareholders often manipulate the board of directors.The listed companies should adopt the shareholders of the General Assembly model.However,China's traditional general assembly voting model due to the high proportion of large shareholders,minority shareholders in the shareholders of the General Assembly on the right to speak less,the shareholders of the General Assembly is often a mere formality,it is difficult to really play a role in protecting the interests of minority shareholders.Therefore,the newly revised "Listing Rules" requires a separate vote on the volunteering delisting of minority shareholders.However,this rule does not require the minimum attendance ratio of minority shareholders.If there is only a few minority shareholders participate in the voting,it is hard to protect their voting right.Therefore,the minimum attendance ratio of minority shareholders should be stipulated to ensure that the minority shareholders' voting separately is effective.Chapter IV,the protection of the appraisal rights of the dissenters.Most of the minority shareholders of listed companies in China are mainly retail investors,which focus on short-term investment interests,The volunteering delisting of the company will lead to deterioration of stock liquidity,minority shareholders' stocks may have risk of devaluation.Therefore,minority shareholders should be given the right to claim the objection.But Chinado not make the rule of the process of how to use the appraisal rights of the dissenters.The pricing standardsof the dissenters' stocks is unclear.This article will provide some suggestions for improvement.