A Study On The Protection Of Minority Shareholders In Listed Company's Volunteering Delisting

Volunteering delisting of listed companies has been less concerned by the law and regulatory authorities,because the Volunteering delisting of listed companies is not a violation of the mandatory provisions of laws and regulations or a failure to meet the conditions for maintaining the listing status.It is more based on the choice of market subjects and should not be subject to excessive regulation.But at the same time,it is precisely because of less regulation,give the opportunity to infringe on the rights and interests of small and medium-sized investors.In view of this,this article from the procedural provisions,and supplemented by a small number of substantive obligations,in order to achieve the majority of capital and the equity protection of minority shareholders.This paper is about 39,000 words,in addition to the introduction,mainly divided into five chapters,respectively is the basic theory overview,the Volunteering delisting of small and medium-sized investors voting rights protection,Volunteering delisting resolution objection shareholders repurchase right protection,after delisting small and medium-sized investors liquidity rights protection and Volunteering delisting of small and medium-sized investors right to know protection.Firstly,analyze the behavior of Volunteering delisting and analyze the effect of Volunteering delisting.The first chapter introduces the concept,reasons,classification and other basic theories of Volunteering delisting,and analyzes the effect of Volunteering delisting,that is,the stocks issued by listed companies are not traded on the original stock exchange,and the liquidity of stocks is greatly weakened,which is undoubtedly a huge loss for securities investors.The second is to deeply analyze the reasons for small and medium-sized investors' preferential protection,which is the amendment to the principle of capital majority rule based on contract theory and law theory.The existing protection system can no longer meet this need.The second part is to optimize the decision procedure.Due to the limited role of small and medium-sized shareholders in corporate governance,it is difficult to select representatives who can represent their own wishes.Therefore,the decision-making right of Volunteering delisting should be controlled by the general meeting of shareholders,so that small and medium-sized shareholders can participate in and influence the delisting.Secondly,a group voting or voting right exclusion system should be set up in the resolution voting,so that the right of speech of minority shareholders can affect the company's decision-making and endow it with independent legal effect.In order to protect the legitimate rights and interests of minority shareholders,the influence of the opinions of independent directors in the resolution should be enhanced again.The third part is that for those shareholders who have fully exercised the right to vote but whose will is difficult to influence the final result,the resolution of the company has become effective as a matter of fact,and then these dissenting shareholders are given the option to leave the company.Give them at least one chance to vote with their feet after their votes with their hands are invalid and give them real disposal of their property.In this link,the core issue is who will bear the responsibility of the buyback and the price of the buyback,which is also the most concerned issue of dissident shareholders.Of course,the subjects of buyback are those who decide to adopt resolutions,including the company and major shareholders,and require the directors who agree to assume supplementary responsibilities is also one of the measures to protect minority shareholders;There are many pricing mechanisms.What is a scientific pricing mechanism? It should be designed by financial or accounting experts.The fourth part is to improve the information disclosure system and formulate information disclosure rules specifically for Volunteering delisting.In particular,it requires listed companies to strengthen the frequency of information disclosure,expand the content of information disclosure and strengthen the responsibility of false information disclosure when they are likely to infringe the rights and interests of minority shareholders.The fifthpart is for those who choose to continue to hold the initiative of shares delisted company,we shall formulate incentive policy to encourage have delisted company listed transactions or to turn to other exchanges,including a multi-level capital market system and build a reasonable perfect again for Volunteering retreat city company listing application of preferential policies.