On The Legal Protection Of The Rights And Interests Of Small And Medium Shareholders Under The Active Delisting Of Listed Companies

Under the traditional IPO approval system,since the shell resources of listed companies are extremely scarce,in practice,there are fewer cases of active delisting of listed companies.However,with the gradual advancement of the IPO registration system and the gradual reduction of the company's listing threshold,more listed companies will choose to actively delist for reasons such as cost-saving and optimized development.Therefore,the improvement of relevant supporting systems will be an important concern for securities market reforms.problem.Especially in my country's listed companies,the phenomenon of “one share dominance” is common,controlling shareholders abuse their power,the board of directors lacks independence,and small and medium shareholders do not participate in the company's daily operation and management.Therefore,the personal rights and interests of small and medium shareholders in the process of voluntary delisting are often Not guaranteed.The specific manifestation is that small and medium shareholders cannot make a comprehensive and true assessment of the value of the shares they hold because they are at an information disadvantage.In addition,the principle of "capital majority decision" is applied at the general meeting of shareholders.Small and medium shareholders cannot fully express their wishes and are ultimately forced to accept the initiative of the listed company.The result of the delisting and the unfair equity consideration by the acquirer.Therefore,in the active delisting of listed companies,it is necessary to establish a set of rules and systems to protect the personal rights and interests of small and medium shareholders.This article focuses on the active delisting process of listed companies,taking the protection of the rights and interests of small and medium shareholders as an entry point,combined with the“ST Shangpu” active delisting case,and targeting the effectiveness of the active delisting minority shareholders' rights protection system established at home and abroad.Analyze and put forward ideas and suggestions for improving the voluntary delisting system of listed companies in my country.In addition to the introduction and conclusion,the main body of this article is divided into three parts:The first chapter asks questions.This section introduces the topic of active delisting of listed companies in China through the case of “ST Shangpu” active delisting,defines the concept of active delisting of listed companies,the main methods to achieve active delisting,and points out the main manifestations of damage to the rights and interests of small and medium shareholders In:The right to know,the right to vote,the right to withdraw,and the right to judicial relief are mainly reflected in: China's active delisting information disclosure model is single,and information disclosure tends to be formalized.Information disclosure does not consider the preference and acceptance of information by small and medium shareholders,resulting in actual Disclosure of invalid information;China's currently stipulated majority voting rights ratio is 2/3,or 66.7%,which is significantly lower than the general requirements of other countries' capital markets,and there is no minimum attendance ratio for small and medium shareholders,which lacks special Committee system;China's law lacks corresponding procedural systems and price regulations for dissenting shareholders' repurchase request;the judicial remedy for small and medium shareholders is not perfect,which pave the way for the following discussion.The second chapter analyzes the problem.This section summarizes and analyzes the significance and ways of strengthening the protection of the rights and interests of small and medium shareholders under active delisting.It mainly discusses the theoretical basis of the protection of the rights and interests of small and medium shareholders under active delisting.The experience of rights protection is summarized,and enlightenment is drawn from the experience outside the territory,which provides ideas for improving the protection system of our country.The subjects of foreign inspections mainly include relevant legal regulations and practices in the United States,Germany,and Chinese Hong Kong.The third chapter is to solve the problem.This part is a summary of the full text.Through the previous cases,theories,the current legislative situation and the experience of foreign countries,it proposes ideas and suggestions for the legal protection of the rights and interests of small and medium shareholders under the voluntary delisting of listed companies in my country in the future.Including legislative,administrative,regulatory,judicial and other aspects.Specifically: Revise the information disclosure rules for the active delisting of listed companies in my country to truly disclose information from the perspective of investors;set a minimum attendance ratio for individual voting by small and medium shareholders,and adjust the voting ratio requirements of the general meeting to ensure the effectiveness of voting by small and medium shareholders;To clarify the procedures for the exercise of the repurchase request by dissenting shareholders and the repurchase price;and how to better provide judicial relief and protection for the rights and interests of small and medium shareholders of listed companies.