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Research On The Protection Of Small And Medium-sized Shareholders' Rights And Interests In The Delisting Of Listed Companies

Posted on:2020-06-08Degree:MasterType:Thesis
Country:ChinaCandidate:J C SunFull Text:PDF
GTID:2416330575965276Subject:Economic Law
Abstract/Summary:PDF Full Text Request
For a long time,under the IPO approval system,China's A-share securities market has always been inaccessible,and a "shell" is hard to find.Therefore,it is extremely rare for listed companies to take the initiative to withdraw from the market in China's capital market.However,with the development of the capital market,the IPO registration system will be implemented in the future,and the successful delisting of listed companies will become the key difficulty of financial reform.Therefore,in 2014,the CSRC issued the "Opinions of the China Securities Regulatory Commission on Reforming and Strictly Implementing the Delisting System of Listed Companies",proposing the importance of the delisting system of listed companies,and must accelerate the implementation of relevant legislative work.The minority shareholders equity in the active delisting.The active delisting must be initiated by the listed company itself,and its conditions and procedures have greater flexibility.The listed companies take the initiative to withdraw from the market according to whether the delisting is completely divided into partial delisting and full delisting.They all have different implementation methods.In order to balance the conflicts of interests between major shareholders and small and medium shareholders,the United States,Germany,Hong Kong and other countries and regions have formulated or authorized the stock exchanges to formulate the active delisting rules for listed companies in light of the characteristics of the local securities market and the needs of government management.The United States has established an active delisting system for listed companies with the information disclosure system as the core.The delisting review of securities commissions has strengthened the supervision of government institutions on the fairness and rationality of active delisting.The regulations on voluntary delisting in Hong Kong have been continuously improved.In this process,the most important thing is the improvement of the "number of people verification" rules of the"Company Regulations".The number of people verification rules are often active in the relevant laws and regulations of the Commonwealth countries.The reason for this rule is to help small and medium-sized shareholders with fewer shares,and hopes to give them more decision-making power and express new rights through legislation.To encourage small and medium shareholders to actively participate in company activities.In fact,the rule is not the same as the current "capital majority decision".That is to say,the procedure for the implementation of the rule is different from the"one share,one vote" rule adopted by public companies.Strengthen the status of small and medium shareholders.Germany did not develop a normative legal document to protect the interests of investors,but instead transferred the review and approval authority to the securities trading institution.The securities trading institution may refine and adapt the rules of the stock exchanges it has established according to the actual situation,so as to more flexibly protect the interests of the minority shareholders.After more than 20 years of development,China's domestic securities market has been characterized by small and medium investors.At the same time,the listed company's active delisting legal system has been completed from scratch,and relevant laws and regulations have been gradually improved.During this period,the delisting system experienced a process of forced delisting from key regulations to active delisting and forced delisting.At present,the main delisting of listed companies is the "Company Law of the People's Republic of China",the "Securities Law of the People's Republic of China",the interpretation of high law,the regulations promulgated by securities regulatory authorities,and the relevant provisions of the stock exchange.The "Opinions on Reforming and Perfecting the Delisting of Listed Companies" clearly stipulates the ways and means for listed companies to take the initiative to delist,internal decision-making procedures,external approval procedures,and supporting policies and measures.However,in practice,there are still some shortcomings in the active delisting process of listed companies:First,the small and medium-sized shareholders have insufficient decision-making participation,which makes it difficult to protect their legitimate rights and interests;second,the information disclosure content of listed companies is not sufficient,and the small and medium-sized shareholders are very It is difficult to obtain effective information in a timely manner;three judicial relief channels are scarce,and small and medium-sized shareholders often have no way to appeal;Fourth,when acquiring small and medium-sized shareholders to hold stocks,there is no top-level design on the purchase price,and non-related shareholders have basically no bargaining due to the scattered distribution of shares.The fifth is the lack of a special committee system for active delisting.In order to solve these problems,we should take sociology of law and economics of law as two perspectives and improve them from six aspects.The first is to establish the criteria for the adoption of delisting resolutions.The second is to improve the information disclosure system and enhance the right to know of small and medium-sized equity.The third is to introduce the securities group litigation system and increase the way for minority shareholders to safeguard their rights.The fourth is to improve the rules of small and medium-sized shareholders'right of repurchase.Fifth,the establishment of a special committee system.Sixth,we should improve the substantive review system to ensure the fairness and fairness of delisting procedures.
Keywords/Search Tags:listed companies, active delisting,decision-making mechanism, protection of minority shareholders' rights
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