As a kind of business decision,“going private” could make an influence in many aspects.But there is no doubt that the minority shareholders are at the relative weak position by any measures.When we talk about the protection of the minority shareholders,the first thing we should understand is the reason of why companies chose to be private,and the status of the minority shareholders during the whole process.At the same time,it is also important for us to discuss how to protect the minority shareholders based on the case study and the different views from scholars,the key point is to analysis the standard of protecting the minority shareholders.Whether protecting the interest of minority shareholders equals to the selling price minors the buying price of stocks? What kinds of rights does the stocks hold by shareholder give to them?This article is mainly referring to the American juridical practice,focusing on the introduction and analysis about the judicial standard that the American court hold about protecting the interest of minority shareholders,the standard is changing with the development of world and formation of the transaction,for example,the initial standard was business purpose principle,then it changed to business judicial principle,and it became entire fairness standard.What the changes of the standard inflect is worth to be discussing.Besides,this article also shows some problems existed in China according to the judicial practice of America.First,the system of information disclosure.In our system,the controlling shareholders usually abuse their rights as to disclose the information selectively,even inauthentically,in order to mislead the decision of minority shareholders.Second,during the process of “going private”,the controlling shareholders always took control of the whole process,at the same time,the controlling shareholders would not consider the interest of minority shareholders with the advantage of information and power bond with them.And the minority shareholders could not make a voice because of the deficiency of power and the inside conflict with the controlling shareholders.Third,during the process of “going private”,there is no independent institution taking charge of the process,and it can lead to moral risk.All these problems can not be ignored.The purpose of this article is bringing up some advice for the innovation of the judicial system about the protecting of the interests of minority of shareholders based on the judicial practice of American courts. |