Research On The Issue Of Introducing Remaining Shareholders Freeze-Out System Into China

The remaining shareholders freeze-out system refers to the rule that grants any shareholder acquiring a certain proportion of the shares of a listed corporation through a tender offer the right to cash out the remaining minority shareholders.It originates from extraterritorial freeze-out legislative experience in which controlling shareholders forces out minority shareholders.In the mature capital markets outside China's jurisdiction,remaining shareholders freeze-out is a common means of privatization of listed companies and a choice of efficiency.However,due to the serious conflict of interest between controlling shareholders and minority shareholders caused by the compulsory deprivation of minority shareholders'identity,the legislation of the remaining shareholders freeze-out system must make a bid to balance the tense relationship among market efficiency,controlling shareholders' and minority shareholders' interest.This paper make a point to research on the introduction of the remaining shareholders freeze-out system.Based on the extraterritorial freeze-out system,the paper analyzes the necessity of introducing the remaining shareholders freeze-out system into China respectively from theoretical and practical dimensions,and discusses the construction of the operation mechanism,the administrative supervision mechanism and the judicial relief mechanism of the remaining shareholders freeze-out system in accordance with the situation of capital market construction in China.Above all,the paper aims to benefit the legislation of the remaining shareholders freeze-out system in China.The paper is divided into introduction,body and conclusion.The body is divided into four chapters.The first chapter is an overview of the remaining shareholders freeze-out system.Firstly,it clarifies the concept and connotation of extraterritorial freeze-out and defines the connotation of remaining shareholders freeze-out.Then the historical origin investigation of the remaining shareholders freeze-out system is carried out to understand the cause and development of the system and to deeply grasp the relevant theory and practice of the system.The second chapter is the necessity analysis of introducing the remaining shareholders freeze-out system into China.Firstly,the necessity of the theoretical dimension is analyzed from the perspectives of law and economics and legal value.Then the necessity of the realistic dimension is analyzed from aspects of the realistic significance and the appropriate opportunity.The third chapter explores the construction of the operation mechanism of the remaining shareholders freeze-out system in China.It establishes the basic logic of the operation mechanism,and then construct the entity elements and procedural elements with relevant extraterritorial construction experience.The forth chapter probes into the construction of the administrative supervision mechanism and the judicial relief mechanism of remaining shareholders freeze-out system in China.Combined with administrative supervision practice and judicial status in China,it explores the construction of a dual minority shareholders' interest protection mechanism,namely administrative supervision and judicial relief.