Protection Of The Preferred Shareholders' Rights

As the investors who buy preferred shares,the protection of the rights of preferred shareholders is related to the prospect and direction of the development of preferred stock in China's securities market.Preferred stock is a hybrid type of securities with equity characteristics and bond characteristics,which brings together the advantages of stock and debt,but also gathers the shortcomings of shares and debts.This paper will explore the defects of the protection of the rights of priority shareholders in the existing system and put forward the corresponding suggestions for modification,this paper is divided into three parts:The first part: The theoretical basis of the protection of shareholders ' rights in priority shares.The reason why preferred shareholders are to be protected is that neither the legal terms nor the terms of the contract can give them adequate protection,which also constitutes the weak position of the priority shareholders relative to the company and the General shareholders,which makes it more difficult to protect the rights of the priority shareholders.Based on the analysis of the weak position of priority shareholders,this paper examines the civil law basis of the protection of the rights of priority shareholders,that is,the meaning of the principle of equality in civil law(equal treatment in the weak sense and equal treatment in the strong sense),and then discusses the theoretical basis of the protection of the rights of shareholders in the company law.That is,combining the meaning of the principle of equality of civil.The second part: The empirical analysis of the distribution of preferred shares in China.This part through the China's three preferred stock distribution platform(Shanghai Stock Exchange,Shenzhen Stock Exchange and the national SME Share transfer System)published preferred stock distribution data,so as to sort out the status quo of China's preferred stock issuance.Then,based on the provisions on the rights of preferred shareholders in the manual of Preferred shares issued by various enterprises,and in the light of the relevant legislative provisions of the current preferred stock,the defects of the protection of the rights of priority shareholders in the system design of our country are highlighted.Defects include: the issuance mechanism is too strict,priority shareholders ' priority protection is insufficient,the priority is not reflected,the basis of voting mechanism is difficult to play,and the exit mechanism of priority shareholders is greatly reduced.The third part: the perfection of the protection system of the rights of priority shareholders.The investigation of the extraterritorial preferred stock system not only helps us to examine the advantages and disadvantages of the preferred stock system itself,but also facilitates us to reflect on the legislative status of domestic preferred stock This part will be through to Germany,Japan,France,the United States,the preferred stock related system of the investigation,so as to draw the extraterritorial law on China's preferred stock provisions of the Enlightenment.On the basis of a full analysis of domestic legislation and extraterritorial legislation,this paper puts forward some suggestions on the following four points: first,simplify and perfect the distribution system of preferred Shares in China,secondly,fully protect and highlight the priority of preferred stock in economic interests,improve the dividend system;Then,improve the voting system of preferred shares,Make it a feasible way to give priority shareholder rights relief,and finally,improve the exit mechanism of priority shareholders,and give priority shareholders the freedom to opt out.Preferred shareholders will only use preferred shares as a channel for their investment on the basis that their rights are fully protected,and obtaining adequate financing will help to promote the rapid development of enterprises.In summary,the protection of the rights of priority shareholders is not only a response to the interests of investors,but also a guarantee for the subsequent development of financiers.