Mandatory Bid And Protection Of Minority Shareholders' Rights

Mandatory bid is a mechanism to protect the minority shareholders'equity of the target company.The original intention is that when the control of the target company is transferred,the minority shareholders of the target company can reasonably share the premium generated by the transfer of control rights,and enjoy full right to know and exercise reasonably.Exit right.However,from the recent cases of compulsory tender offer in China,the phenomenon of "zero pre-acceptance and zero withdrawal" is extremely common,which reflects to some extent the limitations of the mandatory tender offer on the protection of the minority shareholders of the target company.How to improve the shortcomings of the mandatory tender offer mechanism in the protection of minority shareholders' rights and interests has been proposed in the research literature,but these studies are mostly analyzed from the perspective of jurisprudence.Based on the perspective of supervision and small and medium investors,this paper analyzes how the minority shareholders' premium,exit and knowledge rights in the mandatory tender offer should be formed and realized,and strengthens the important role of mandatory tender offer in the protection of minority shareholders' rights and interests.There are problems.The article compares the premium generated by Vantone Real Estate in the transfer of control rights with the premium that Vantone Real Estate's minority shareholders can obtain based on the offer price determined by the acquirer,and finds that the small and medium shareholders of Vantone Real Estate have not obtained the control transfer of the target company.The resulting premium,even suffered an unfair treatment of the discount,the end result is that almost no small and medium shareholders accept the offer,and the mandatory offer is in the form.The above results may be exactly what the acquirer expects,gaining control and avoiding the large-scale shareholding that leads to the withdrawal of the target company.At the same time,due to the insufficient disclosure of the information of the acquirer itself,the small and medium-sized shareholders misjudged the value-added effect of the acquirer on the target company,and did not dare to withdraw from the secondary market,causing the small and medium-sized shareholders to miss a better exit opportunity.Finally,through the combination of theoretical research and case analysis,the article concludes the reasons and countermeasures for the problem of mandatory tender offer in the protection of minority shareholders' rights and interests.The above research results can provide policy recommendations for improving the mandatory tender offer mechanism in China to protect the minority shareholders' rights and interests of the target company.