| The delisting system is an important and fundamental mechanism of the Chinese capital market.A socialist capital market that develops smoothly and healthily over the long term necessarily requires the clearing of both entry and exit barriers,and in doing so,builds a socialist market economy ecology with both entry and exit and a healthy cycle.Since the first formal introduction of the delisting system in the Securities Law in 1999,China has reformed the system four times,gradually creating a relatively more complete delisting system that is more in line with the new stage of development of the socialist market economy.However,the protection of small and medium-sized shareholders in the mandatory delisting regulations is lacking,and has always been a key shortcoming in the sustainable and healthy development of China’s capital market.This paper argues that in order to solve this problem,and to better play the role of the mandatory delisting system,in addition to the increasingly type and strict delisting standards and smooth delisting channels,there is a need to improve the relevant supporting system to support several common rights and interests of minority shareholders that are easily infringed in the process of mandatory listing.Of course,it is also important to clarify the value of the system of mandatory delisting and the significance of protecting the rights and interests of small and medium shareholders to improve the relevant system and ensure its reasonableness and effectiveness.The common rights and interests of small and medium shareholders in listed companies include the right to income,the right to information,the right to request for dividend distribution,the right to remedy and so on.The supporting measures for these rights and interests include information disclosure system,early payment system,securities representative litigation system,order to issue repurchase system,civil liability priority compensation system,all these systems have protected the rights and interests of small and medium shareholders to a certain extent,but the current protection is still insufficient,this paper aims to analyze the real reasons for the insufficient protection of these systems,and then prescribe the right remedy to improve the relevant system.The first chapter is about the problem: the current situation of the rights and interests of minority shareholders under compulsory delisting,and analyzes the specific manifestations of the rights and interests of minority shareholders under compulsory delisting,such as the right to information,the right to participate in decision-making,the right to income,the right to exit,the right to remedy,and the right to be informed.The rights to information,participation in decision-making,income,exit and remedy are compromised or deprived.Chapter 2 covers the theoretical basis: the basic theory of protecting the rights and interests of minority shareholders under the mandatory delisting regime.By exploring the legislative intent of the compulsory delisting system itself,it is pointed out that the real value of the design of the compulsory delisting system lies in its protective nature;then the rationality of the protection of the rights and interests of minority shareholders is discussed from two dimensions: the legal basis and the practical significance of the protection of minority shareholders.The third chapter is structured as a question: the reasons for the impairment of the rights and interests of minority shareholders under the mandatory delisting regime.The fourth chapter is based on the above-mentioned reasons and proposes countermeasures on how to better protect the above-mentioned rights and interests of minority shareholders under mandatory delisting,taking into account the experience of overseas mature capital markets.All the contents of the first three chapters are categorised and sorted out,and some practical suggestions are made in the light of the current legislative system and judicial practice in China. |
PDF Full Text Request