The Construction Of Squeeze-out Of Listed Companies In China

Squeeze-out stems from the contradictory situation that has arisen in the practice of extraterritorial company law: After the bid acquirer completes a public acquisition for the purpose of achieving a complete "non-publicization",the minority shareholders have for various reasons.Refusal or failure to sell equity hinders the achievement of complete privatization of the target company.Different from other countries' securities legislation,Article 97 of the“Securities Law” of our country only stipulates that the dissenting shareholders have the right to request shares repurchase before the completion of the acquisition of the listed company,and does not mention that the acquirer has the corresponding excess forced issuance of shares.right.At present,further marketization and the rule of law are the mainstream of China's capital market reform.In 2014,the China Securities Regulatory Commission officially issued “Several Opinions on the Reform,Improvement,and Strict Implementation of the Delisting System of Listed Companies”(hereinafter referred to as the “Delisting Opinions”).This opinion not only mentions the concept of “active delisting”,but also its Article 4 It also pointed out that “Improve the acquisition system of listed companies...shall research and establish the system of forced extrusion of surplus shares including trigger conditions and relief procedures”.Article 122 of the "People's Republic of ChinaSecurities Law(Revised Draft)"(hereinafter referred to as the "Securities Law(Revised Draft)")provides an initial stipulation on the system.The draft proposes that an acquisition made by a listed company's purchaser After the expiry of the offer,if the acquirer has acquired a non-associated shareholder's equity in a listed company,the percentage of voting shares held by the acquirer exceeds 90%,or the acquirer has acquired a voting share of a listed company.In excess of 95%,the acquirer has the right to acquire the remaining shares of the remaining shareholders with voting rights at the same price and other conditions as stated in the offer of the purchase,and the remaining shareholder shall sell.In addition,if the acquirer wishes to exercise the excess squeeze out right,it shall submit a written report to the China Securities Regulatory Commission and the stock exchange within three months after the expiry of the offer period,and make an announcement on the matter and use it for the acquisition.The funds are deposited to the securities registration and settlement institution.After 30 days after the announcement of forced extrusion,the purchaser may apply to the securities registration and clearing institution to register for the change of shares.In addition,if the acquirer violates laws and administrative regulations when exercising the excess shares mandatory expulsion rights,or has the act of damaging the interest of the remaining shareholders,the remaining shareholders may file a lawsuit in the People's Court.However,the draft still needs to be discussed and revised.In March 2018,the Securities Regulatory Commission of the People's Republic of China(hereinafter referred to as the “CSRC”)publicly solicited opinions on the “Guiding Opinions on the Reform,Improvement,and Strict Implementation of the Delisting System of Listed Companies”,which required the forced extrusion of surplus shares.As a supporting system for active delisting,we will study it.However,China's current securities law is still blank in the design of residual stock disposal system.To a certain extent,it lacks the equivalence between the privatization acquirer and the target company's minority shareholder protection.The real consequence of excessive protection for minority shareholders is the game deadlock.Therefore,it is necessary to give the privatization acquirer and thecompany's small shareholders each the right to “put aside” the other's rights,create the right to withdraw from the remaining shareholders holding a very small minority of shares and the majority shareholders of the acquirer holding the vast majority of the shares.The balance mechanism between the extrusion rights.In response to the minority shareholder's right to purchase reconsiderations,a share-based mandatory squeeze-out right is granted to the shareholders who intend to acquire all the shares to achieve the purpose of voluntary delisting,and incentives for listed companies with under-earning and continuous losses to take the initiative to withdraw from the market in a more efficient manner.It will also help increase the overall efficiency of the capital market.The interests of the broader minority investors will be substantially satisfied in the market.However,due to the forced extrusion of the remaining stocks in the active delisting of listed companies in China,the theoretical research on the mechanism of extrusion-type mergers and other mechanisms is not very thorough,and the theoretical discussion on strengthening the system of forced extrusion of surplus stocks and its supporting systems has been conducted.The revision of the "Securities Law" and the "Company Law" and exploration of a localized path suitable for China's future development will be of great significance.In addition to the introduction and conclusion,this paper is divided into four chapters.The first chapter mainly analyzes the connotation of the mandatory squeeze out system of residual stocks.On the one hand,it analyzes the conceptual definition of the existing domestic research on the system,and on the other hand,it defines the extraterritorial type definition of the residual squeeze extrusion system.Introduce and analyze the actual situation in China for reference.The second chapter examines the jurisprudential foundation of the forced squeeze out system of the remaining shares,and traces back to the origin: the“freedom of meaning” that walks off the altar under interventionism,and puts forward the small and medium shareholders of listed companies in the interest conflict through the analysis of the value dimension.The status protection boundary is a reasonable benefit-oriented compensation,and the legitimacy endorsement of the excess share mandatory extrusion system is mainly a win-win result in benefitselection.In addition,this chapter also measures the advantages and disadvantages of the introduction of the residual squeeze extrusion system in the acquisition of listed companies in China.Through the “prisoner's dilemma” of the complete information static game model and the cost-benefit analysis under the realistic dimension,the paper introduces the introduction of the excess share compulsory squeeze out system.The rationality of our country.The third chapter analyzes the local exercise logic of the forced squeeze mechanism of surplus stocks,analyzes the special national conditions faced by the implementation of the system in China,and combines the experiences of other countries in the world in applying this system.The initial conception of the institutional aspects of the exercise of the requirements.At the same time,it presupposes the supervision and matching mechanism for the excess squeeze out right of large shareholders,and proposes suggestions for improving the system from information disclosure and administrative guidance.The fourth chapter is to develop the concept of judicial relief mechanism under the mandatory squeeze out system of residual stocks,combine with the judicial remedies available for reference by other countries,conduct a type analysis,and come up with a remedy model suitable for China's securities market.Judicial relief entities and procedures are recommended.The last part is the conclusion part.As a whole,if China introduces the mandatory squeeze out system of surplus stocks,it can be said that giving each of the major shareholders and minority shareholders the option to set aside the rights of both parties,which helps both parties to negotiate mutual claims in a more efficient manner.Solve the problem.