| In recent years,the progress on modification and perfection of company law in China is rapid,practical frequency than in the past,especially for the difficulties and hot spots in the commercial practice,made a real response,whether in company law in the judicial interpretation and The Minutes of National Court Civil and Commercial Trial Work Meeting(No.254 [2019])(hereinafter referred to as the "Minutes of ninth Meeting")attention to the shareholders of a company in both suppress phenomenon,rules for trial.International accounting firm Pricewater-house Coopers released in Beijing on January 27,2021,China’s M&A transaction value in 2020 rose 30 percent to $733.8 billion,the highest level since2016(1),with China accounting for about 15 percent of the global M&A market in terms of transaction volume and value,according to the 2020 China Corporate M&A Market Review and 2021 Outlook.Therefore,the emergence of the phenomenon of "corporate merger and acquisition fever" and the emergence of shareholder suppression in the process of merger and acquisition shows that the suppression of major shareholders,especially in the process of corporate merger and acquisition,has become an urgent problem to be solved in the practice of Chinese companies.As part of the legal reform of China company law on the protection of rights and interests of small shareholders in the demands of more and more obvious,based on the company’s permanent existence features,in a limited liability company shareholder have significant differences in company deadlock in the process of mergers and acquisitions,the general solution is shareholder discrete ways to avoid the company is disbanded,but limited liability company based on his characteristic of human joining,equity transfer is limited by many,is not willing to continue to operate company shareholder exit is difficult.The suppression of shareholder repression in company merger and acquisition is not only to confirm minority shareholders’ right to speak at shareholders’ meeting or even in court through law,but also to prevent minority shareholders from becoming a weak and passive party in limited company through judicial practice.Within the company and among the shareholders,it is the value principle of all the countries in the world to ensure a sustained and balanced state of benefit sharing and risk sharing.Company law theory and practice of thinking for shareholders to suppress phenomenon began very early,is different from the company law of our country at the end of 2013 to abolish the minimum registered capital of the under statutory capital system can accurately measure(1),the specific application of law practice,shareholders to suppress the moment occurred in the side of every place,but hard to speak in law reason lies in the measure of its founding,the extent of behavior due to the emotional words more obvious characteristics,has been formed such a state,people think this is a problem,but always also say not clear.Provisions of the Supreme People’s Court on the Application of "Company Law of the People’s Republic of China"(4)Article 17,18,19,20,21 and 22;The Supreme People’s Court on some issues of the company law of the People’s Republic of China apply rules(5)of article 5,on a limited liability company shareholder equity transfer and withdrawal mechanism has a clear path,compared to the company’s registered capital minimum standard as a company set up under the system of socialist market economy with Chinese characteristics setting the threshold of the access to get reasonable and lawful,the latest of several corporate law judicial interpretation to the shareholder exit mechanism for a certain instruction and guidance,as a kind of necessary in the process of company operation instructions to solve legal problems and legal problems,The causes,characteristics and solutions of shareholder repression are all worth further discussion and research.Based on the above theoretical basis and practical experience,the writing structure of this paper will be mainly divided into four parts: The first part summarizes the common situation of shareholder repression in the merger and acquisition of the company,and then analyzes the background and reasons of shareholder repression;The second part expounds inhibit the company’s shareholders in the repression of acquisition,the equality of shareholders,company and achieve social equity and justice Angle to illuminate the modern corporation law should pay attention to the company shareholders to suppress phenomenon in acquisition,maintain the rights and interests of small shareholders,which makes mergers and acquisitions to make due contribution for the healthy and orderly development of the company;The third part,by introducing the legislative principles and judicial practices of shareholder suppression in mergers and acquisitions in Germany,the United States,the United Kingdom and Japan,provides theoretical and practical experience for the next part to explore the solution path of shareholder suppression in mergers and acquisitions in China.In the fourth part points out that the introduction of the third party mediation mechanism,because in the past just rely on the judicial intervention,law is the civil law,company law and judicial explanation or administrative law,criminal law,our country is still not a special code to complete specific guidance all commercial law in the field of commercial behavior,the introduction of third parties,according to our country’s traditional commercial culture and habits to resolve commercial disputes is the solution for shareholders to suppress company mergers and acquisitions with Chinese characteristics comply with the direction of the future exploration and development of China’s national conditions. |
