Research On The Protection System Of Minority Shareholders’ Voting Rights In The Resolution Delisting Of Listed Companies

In recent years,there have been *ST double,*ST Shangpu,*ST Hangtong resolution delisting cases in practice,and with the deepening of the registration system reform,China will have more resolution delisting needs.As the source of vitality of the securities market,the property rights of minority shareholders will be damaged due to delisting.Therefore,in order to maintain the stability and sustainable development of the securities market,the protection of minority shareholders’ rights is very important.Resolution to protect minority shareholders in the delisting of the legitimate rights and interests in the process of the optimal model is combined compensation model and the resolution model,and the resolution mode is the key.So this article will be to the resolution mode of small and medium-sized shareholders’ voting rights system were discussed,starting from the resolution delisting practice and relevant legislation,analysis of the existing resolutions of the delisting system of small and medium-sized shareholders’ voting rights protection.Finally,combined with overseas experience and China’s actual national conditions,suggestions are put forward to improve the voting rights protection system of minority shareholders in China’s resolution delisting.The text of this paper will be divided into the following four parts:The first part is the plight of minority shareholders’ voting rights protection in the process of delisting.This part mainly analyzes the problems existing in the practice and legislation of the protection of minority shareholders’ voting rights in the process of China’s resolution delisting by analyzing the three cases of listed companies’ resolution delisting--*ST doble,*ST Shangpu and *ST Hangtong as well as the existing relevant laws and regulations.It provides a realistic basis for the analysis of the necessity of protection and the way of protection.The second part analyzes the necessity of protecting the voting rights of minority shareholders in the delisting of the superior company.The contents of this part are closely linked and related to each other: through the analysis of the damage to the rights and interests of minority shareholders in the process of resolution delisting,it is concluded that the rights and interests of minority shareholders need to be protected in practice.By analyzing that the protection of the rights and interests of minority shareholders does not violate the principle of "buyer’s confidence",adjusting the balance of interests between major shareholders(or controlling shareholders)and minority shareholders,and promoting the rational allocation of resources in the securities market,we can conclude that the rights and interests of minority shareholders should be protected in the process of delisting.By demonstrating that the protection of the rights and interests of minority shareholders in the process of resolution delisting needs to combine the compensation model with the resolution model,and the resolution model is the guarantee of the compensation model,we finally come to the conclusion that the protection of the voting rights of minority shareholders under the resolution model has theoretical legitimacy and important practical significance.The third part is the basic principle of the voting rights protection system for minority shareholders in the resolution of delisting of listed companies.This part theoretically demonstrates that the voting rights of minority shareholders in the process of delisting are an important part of corporate governance,and its specific system design should follow the basic principles of giving priority to efficiency and taking into account fairness,delineates a framework for improving the voting rights protection system of minority shareholders below,and promotes the systematic and coordinated nature of the system and other relevant auxiliary systems.The fourth part is the improvement of the protection system of minority shareholders’ voting rights in the resolution delisting of listed companies in China.By referring to relevant extraterritorial mature rules,this part aims at the shortcomings in legislation and practice of the protection system of minority shareholders’ voting rights in the resolution delisting summarized in The first part,following the value concept of "efficiency first and fairness given consideration" in the Company Law,some reasonable ideas and suggestions are put forward to improve the information disclosure system、the enthusiasm of minority shareholders and adjust the proportion of minority shareholders.