Research On The Protection Of Minority Shareholders' Rights And Interests In The Acquisition Of Company's Equity

The acquisition of a company's equity involves the company's direct or indirect operating rights,management rights,and domination rights.The control of the company has always been a key part of the modern company's equity acquisition.However,in China's current legal system concerning the acquisition of equity in companies,such as the Company Law and the Securities Law,there are no regulations on the protection of minority shareholders' rights.Although there are regulations,there are ambiguities in the focus and the manner and intensity of protection are obviously insufficient.This will cause the parties to the equity purchase transaction to choose a transaction system that is beneficial to them,avoiding the obligations to the minority shareholders,and causing substantial violations of the rights and interests of the minority shareholders.Therefore,this paper explores the necessity of protecting minority shareholders 'rights and interests in equity acquisitions,observes the performance of minority shareholders' rights and interests in China and analyzes their causes,and examines the requirements of China's current system by comparing the relevant provisions in US law and British law.,Try to put forward the most perfect recommendations for the protection of minority shareholders' rights and interests in China's equity acquisition.First,it introduces the overview of minority shareholders' rights protection in equity acquisition.First of all,the concept of acquisition is introduced.The form of corporate equity acquisition is a narrow form of corporate acquisition.It is also the focus of this article.After clarifying the concept and classification of equity acquisition,the necessity of protecting minority shareholders' equity in equity acquisition is discussed: on the one hand,Is conducive to the balance of power between the company's management,controlling shareholders and minority shareholders;on the other hand,is conducive to achieving the goal of fairness and justice.Secondly,in order to better improve China's legal regulations,based on the common manifestations of violations of minority shareholders' rights and interests in China's current equity purchases(for example,the controlling shareholder and senior management use the capital majority principle in the acquisition to infringe the interests of minority shareholders;The controlling shareholder obtains a control premium in the equity transfer at the expense of minority shareholders;insider short-term transactions infringe the interests of minority shareholders;the company's information disclosure in the company's equity acquisition does not fully affect the minority shareholders' decisions).The analysis and conclusion are attributed to the two internal causes of excessive concentration of control rights and insufficient information disclosure.At the legislative level,the new securities law still pays insufficient attention and has incomplete content regulations.Thirdly,it analyzes and compares the legislative provisions of the United States law and the legislative provisions of the British law,and specifically refines the three aspects of information disclosure requirements,premium sharing and directors' duties,and gives us reflection and reference on the legal system level in China.Finally,three suggestions for improvement were put forward: strict declaration conditions for potential controlling shareholders before the acquisition,more attention should be paid to disclosure of insider holdings in the acquisition,and minority shareholders' consent and Right to exit.