Research On The Protection Of Small And Medium-Sized Shareholders' Rights And Interests Of Target Companies In The Acquisition Of Listed Companies

Safeguard the interests of minority shareholders is very significance part of studying enterprise management under the rule of law of market economy the market economy.Because a variety of reasons,like the weak status of small and medium-sized shareholders and their relatively lower status,it is impossible to obtain key information for decision-making in the major events concerning the transfer of management rights,thereby resulting in a situation where the economic interests of the company are easily affected by its acquisition behaviors.So far,the self-purification ability of the capital market has not yet been improved;the market system has not been perfected;the complete legal system for the protection of minority shareholders' rights has not been fully established;the capital market are still at high risk,and the the minority shareholders' rights and interests of target companies have been danaged.This thesis mainly studies the protection of small and medium shareholders9 rights and interests in the acquisition process of listed companies through the analysis on the specific measures taken by the seller company in the acquisition and those of the target company in the anti-acquisition,as well as the different acquisition rmethods employed in the agreement acquisition and the tender offer,aiming at working out the specific measures to protect small and medium shareholders' rights and interests.Three typical cases of the acquisition of listed companies in the securities market in the development of the market economy are taken as a breakthrough,including the acquisition of ACE shares by Dagang Oilfield in 2001 the anti-acquisition of Shanghai Xinmei in 2013,and the acquisition of Wanjia Culture by Longwei Media in 2016.By sorting out and analyzing these cases,the author lists various measures taken by these listed companies in the process of equity transfer,and then analyzes the legitimacy of these measures and various influences on the target companies and medium shareholders' rights and interests are explored from the perspective of legal system and government market supervision by sorting out these cases,listing different measures in the process of equity transfer,and analyzing the legality of these measures and the various impacts on these small and medium shareholders' equity of the target company.The first part of this paper mainly expounds the relevant concepts in the acquisition of listed companies,and explains the basis and principles of the tilt protection for minority shareholders.The second part introduces the specific behaviors of infringing minority shareholders through cases.The third part mainly describes the current situation and deficiencies of the protection of minority shareholders' rights and interests in the acquisition of listed companies and analyzes the reasons for the ineffective protection of minority shareholders.The fourth part compares the specific measures taken by developed countries to protect the rights and interests of minority shareholders in company transfer and acquisition.The fifth part draw lessons from and absorbing other economies relevant experience of innovation,corresponding to protect the rights and interests of minority shareholders of target company system.The result of the protection of small and medium shareholders' rights and interests is the main indicator to appraise the performance of the securities regulatory authorities of an economy and the maturity of a capital market.Therefore,how to further strengthen the protection of small and medium shareholders' rights and interests in the development of China's new economic normal is an important proposition.