Minority Shareholders' Interests Protection From The Perspective Of Management Acquisition

Management buy-out can reduce agency cost,improve the corporate governance structure and other advantages.So it becomes a more popular development model of property rights of state-owned enterprises.But in the current practice,majority shareholders of the target company or management with the aid of its own holdings,sometimes abuse their rights infringing shareholders interests who is in a weak position in the process of management buyout.However,minority shareholders also occupies an important position in the development process of a company.How to safeguard the interests of minority shareholders in the process of management buy-out can not be ignored.In this paper,I use the methods of literature research,the function analysis in view of the management buy-out in our country in the process of practice research and analysis.A series of problems and loopholes found in the process of management buy-out,which is manifested as: First,the purchase price is generally unfair.Second,financial pressure raises moral hazard.Third,information asymmetry,the operation of management buyout is opaque.Fourth,lack of civil compensation liability system.These defects seriously damage the interests of minority shareholders and hinder the orderly development of China's capital market.In contrast to foreign countries,this subject has relatively mature development models and experience.Combined with the experience outside our country and the actual situation,it offers the proposal of accepting opening market pricing mechanism,the dynamic evaluation of enterprise value to ensure minority shareholders' participation in the process of management buy-out.Establish normative information disclosure system,and strengthen the supervision and accountability for breach of information disclosure obligation.Build the acquisition subject qualification evaluation system and make it perfect,so that the management buyout can operate under the sunlight.Improve the litigation protection mechanism of minority shareholders to stipulate that the minority shareholders whose rights and interests are harmed have the right to litigate relevant responsible personnel.We could strengthen the supervision over the acquisition process of managementbuy-out and expand the board of functions and powers of supervisors appropriately and take other measures to protect the interests of minority shareholders.So that it can maintain the prosperity and stability of China's capital market.