A Study On The Protection Of Minority Shareholder's Rights In Target Company During Hostile Takeover And Reverse Takeover

In hostile takeover and anti-takeover,the minority shareholders of the target company are in a weak position due to professional,experience,capital and other factors,and are vulnerable to the plunder of the interests of the hostile acquirer and the major shareholders or directors of the target company,so the protection of minority shareholders is particularly important.Based on the hostile takeover and anti-takeover events in the capital market in recent years,this paper analyzes its influence on the minority shareholders of the target company,and ponders how to safeguard the rights and interests of the minority shareholders of the target company.This paper mainly discusses the influence of the acquisition behavior of the hostile acquirer and the anti-takeover behavior of the target company on the interests of the minority shareholders in the process of hostile takeover and anti-takeover:First of all,the hostile acquirer's illegal lifting behavior violates the minority shareholders ' right to know and the right to trade,and the law punishes the illegal lifting of the card too lightly,Secondly,the imperfection of the offer and acquisition system is easy to produce an inefficient offer of acquisition to deprive the minority shareholders of the target company;Thirdly,there is a interest game between the anti-acquirer directors and the minority shareholders,which can easily lead to the lack of fiduciary obligations,and the directors abuse the anti-takeover measures for their own status;Finally,The unreasonable anti-takeover clause of the target company increases the acquisition cost and difficulty of the acquirer,which makes it difficult for minority shareholders to obtain the premium and exit the market smoothly.In the face of hostile takeovers and anti-takeover rights and interests of small and medium-sized shareholders can not be effectively protected,the author believes that the protection system of minority shareholders ' rights and interests should be perfected from the following four aspects:first,we should reasonably limit the voting rights of the offending parties and curb the infringement of the rights and interests of the non To clarify the principles and rights of the protection of minority shareholders in the target company in the offer,and to propose the creation of a "transfer of voting rights"system to slow down the impact of inefficient offer on minority shareholders,and thirdly,to improve the directors ' fiduciary obligations in order to prevent directors from harming the interests of minority shareholders of the target company for self-serving profit;Clarify the obligation of securities regulatory authorities to protect the rights and interests of minority shareholders,and give them the right to examine the anti-takeover provisions of the Articles of association,and prevent major shareholders or directors from abusing the anti-takeover clauses of the articles to the detriment of the interests of minority shareholders.