Resea Rch On The Protection Of The Interests Of Medium And Small Shareholders In The Acquisition Of Listed Companies

With the vigorous development of the securities market,the phenomenon of acquisition of listed companies is also increasing,and it also brings legal issues at different levels,and the protection of interests of small and medium shareholders is the most prominent problem at present.Throughout the acquisition process,small and medium shareholders are vulnerable based on their weak position.In the past two years,BaoNeng acquired Vanke and Longwei Media acquired Wanjia Culture,which have attracted widespread attention and adversely affected the interests of small and medium shareholders in different forms.The main innovation of this paper is based on the recent acquisitions,summarizing the specific behaviors of the interests of small and medium shareholders in the acquisition of listed companies,analyzing the limitations of the current legal system in protecting the interests of small and medium shareholders,and amending the Securities Law.Under the opportunity of improvement of the acquisition of listed companies,some suggestions on the legal system for the protection of the interests of small and medium shareholders will be given.This article consists of four parts:The first part is the basic theory,which will be discussed from the related concepts in the acquisition of listed companies and the definition of small and medium shareholders and the impact on the interests of small and medium shareholders.This part will also provide theoretical support for the analysis of the status quo below.The second part is an empirical analysis of the protection of the interests of small and medium-sized shareholders in the acquisition of listed companies.It examines two typical acquisitions of "Baoneng's acquisition of Vanke" and "Longwei Media's acquisition of Wanjia Culture",and then analyzes the main parties in the acquisition and the conflict of interest of small and medium-sized shareholders.The acquisition of listed companies will lead to changes in the pattern of interests.On this basis,this part further summarizes and analyzes the behaviors of infringing the interests of small and medium shareholders in the acquisition of listed companies,mainly from three aspects:improper implementation of anti-acquisition,management and controlling shareholders' breach of fiduciary duty and false disclosure of information disclosure.The third part is the legislative status quo and existing problems of the protection of the interests of small and medium-sized shareholders in the acquisition of listed companies.The status quo of legislation is divided into the provisions of laws,administrative regulations,departmental rules and other normative documents according to the law,and the acquisition of legal regulations from listed companies.It analyzes the two aspects of the legislation of small and medium-sized shareholder relief,and summarizes the limitations of the law on the protection of small and medium-sized shareholders.Specifically including the information disclosure system and the liability for violations and the fiduciary duty of the management and controlling shareholders are not perfect.The legal regulation of anti-acquisition is not complete,and the provisions on judicial relief for small and medium-sized shareholders are not perfect.The fourth part is the proposal for the improvement of the legal system for the protection of the interests of small and medium-sized shareholders in the acquisition of listed companies.It mainly discusses two dimensions:legal regulation and judicial relief.Mainly to improve the information disclosure system for listed companies,expand the main body of information disclosure,expand the scope of information disclosure of the agreement;increase the anti-takeover provisions in the acquisition legislation,determine the legality of anti-acquisition and implement the anti-takeover decision;improve management and holding the shareholders' obligation of integrity stipulates that the management's duty of care should be strengthened to clarify the fiduciary duty of the controlling shareholder;the diversified relief system for the protection of minority shareholders' interests should be constructed:optimize the shareholder litigation system,strengthen the securities civil liability compensation system and implement the advance payment system.