On The Construction Of The Minority Shareholders Compulsory Exclusion System In China

With the continuous development of China's capital market,the legal system of securities is constantly being reformed.In the process of the continuous reform of the legal system of securities,the system of compulsory elimination of minority shareholders is receiving more and more attention.It is regarded as an important supporting system for the delisting system of listed companies.At present,the system has obtained preliminary confirmation at the legislative level.The "Securities Law(Revised Draft)" in 2015 is the first major overhaul since the Securities Law was revised in 2005.In this overhaul,the minority shareholder compulsory exclusion system was written into the draft,which to a certain extent shows the legislative value of the system.But specifically,the provisions of the article on the system are unavoidably superficial and plausible,and operability is not strong.Therefore,further legislative research is needed to improve it from many aspects.Judging from the current legal environment in our country,due to the lack of a related system for effectively dealing with the issue of surplus stocks,the acquirer usually adopts a method of initiating absorption and merger to solve the remaining stock issue encountered during the acquisition process.Solve the problem of disposal of the remaining shares,but the entire process,the acquisition side often cost huge.If the minority shareholder compulsory exclusion system can be adopted,the complexityof the game between major shareholders and minority shareholders will be greatly reduced.The minority shareholders' compulsory elimination system can promote the completion of the overall acquisition and reduce the cost of acquisition on the one hand,thereby improving the efficiency of the acquisition.On the other hand,it can effectively eliminate the deadlock between a small number of remaining shareholders and the controlling shareholder.With regard to the mandatory elimination of minority shareholders,Article 112 of the Securities Law(Revised Draft)has made preliminary provisions,but there is still no relevant legal definition of specific concepts.In the mature capital market,the mandatory elimination of minority shareholders is one of the follow-up measures for the delisting of listed companies.The existence of this system is conducive to improving the acquisition efficiency of the acquirer and reducing the purchase cost of the acquirer.China's “Securities Law” does not stipulate this system,and the acquirer cannot use this system to increase acquisition efficiency and reduce acquisition costs during the acquisition process.This is not conducive to the integration of market resources.Therefore,China has It is necessary to build a mandatory elimination system for minority shareholders,and it also has the basis for building such a system.The system of exempting minority shareholders has been surpassing for nearly a century since the beginning of overseas operations.It is a relatively mature system.Although China has not yet officially established the system,the “Securities Law(Revised Draft)” in April 2015 has been a separate one.The provisions stipulated this system,which laid a good foundation for the formal establishment of the system.However,judging from the content of the provisions,the provisions made are more principled,and the conditions for inducing exclusion,the procedures for implementing the exclusion rules,and the supervision of the whole process of implementing the mechanism and even the remedy have not yet been specified in the specific practice process.The mandatory elimination of relevant systems by minority shareholders has become more complete and mature in foreign company securities legal systems.In the acquisition of listed companies,this system has huge system superiority and market demand value,so it is necessary for China to accelerate theestablishment and improvement of the system.pace.At present,few scholars in the country have studied the system.Although few scholars have realized the value of the system and conducted related research,the results are few and shallow.Therefore,this article will study the relevant provisions of the system in the extraterritorial legal system,draw on good practices,and based on the characteristics of China's capital market,combined with China's actual conditions,the conditions for triggering the mandatory exclusion,the procedures for the implementation of compulsory exclusion,and the mandatory exclusion The construction of the mechanism for the implementation of the entire process of supervision and relief of the mechanism and many other aspects put forward valuable proposals.It is hoped that the analysis of the above-mentioned related content will provide some reference for the formal establishment of the statutory exclusion system for minority shareholders in China's Securities Law.In addition to the introduction and conclusion,the article is divided into four parts.The first chapter clarifies the relevant basic theory of the mandatory elimination system for minority shareholders.The first is to contrast the scholars' different definitions of the mandatory exclusion system for minority shareholders to put forward the connotation of the minority shareholder compulsory exclusion system studied in this paper,and then combine relevant laws and regulations to analyze the legislative status of the minority shareholder compulsory exclusion system in China;finally,it briefly analyzes the necessity of building this system in China.The second chapter analyzes the basis for constructing the minority exclusion system.First of all,it analyzes the legal basis of the mandatory elimination system for minority shareholders,mainly from the perspective of the protection of the status of medium and small shareholders and how to balance the efficiency and fairness.Then,it analyzes the market basis of the minority exclusion system,mainly to achieve profitability for the company.The purpose,the efficiency of business practices,and the need for long-term development of China's securities market.The third chapter analyzes the conditions that trigger minority shareholders' compulsory removal procedures.First of all,the application conditions of the system are clarified,mainly including the subject's qualifications and the requirements for the enforcement of mandatory exclusion rules;secondly,by comparing the extraterritorial provisions concerning the scope of application of the minority shareholder compulsory exclusion system,we should analyze how the system's scope of application in China is regulated.The fourth chapter puts forward suggestions for constructing the mandatory elimination system for minority shareholders in China.First,it puts forward recommendations on how minority shareholders will enforce exclusion,including resolution procedures,time limit for exercise,determination of compensation for minority shareholders,and compensation and security mechanisms;then,the analysis of the supervision of minority shareholder's mandatory exclusion system will be mainly regulated by securities regulatory agencies.The supervision of independent directors and the supervision of third-party institutions;finally,it puts forward relevant suggestions on the relief of the system to ensure that the system can best exert its intended utility,it is hoped that this will provide some reference for the formal establishment of the system in the “Securities Law” of China.