Research On The Protection System Of Minority Shareholders’ Rights And Interests In The Domestic Carve-Out Listing

The number of listed companies applying for domestic spin-off has increased rapidly since the promulgation of some Regulations on pilot domestic Listing of Listed Companies spin-off subsidiaries,which has set off a boom of spin-off listing.In listed companies to spin off listing helps to stimulate the market vigor,release the enterprise value,but also there are many violations of the rights and interests of small and medium shareholders risk,at present,in the process of the spin-off listed within the territory of the listed company,mainly exist the following violations of the rights and interests of small and medium shareholders,minority shareholders diluted without related relief system.Collectivized company structure and high shareholding ratio lead to the risk of intensified benefit transmission between management and major shareholders.At present,there are still many defects in the protection of minority shareholders’ rights and interests in the relevant legal system of domestic spin-off listing: it is difficult to effectively protect the rights and interests of minority shareholders in the process of domestic spin-off and listing due to the blank of the equity dilution relief system,the scope of fiduciary duty and subject limitation,the environment for the function of independent directors and the subject qualification and ability limitation of minority shareholders in the process of accountability,etc.Therefore,China should build and improve the following system.To provide basic support for the refinement of relevant rules for domestic spin-off listing,so as to fully protect the legitimate rights and interests of minority shareholders: first,ensure the application of quota and cash option;Secondly,the introduction of fiduciary duty and the proper expansion of the subject scope of fiduciary duty to major shareholders;Thirdly,optimize the personnel structure of the board of directors and guarantee the special supervision and exercise of power of independent directors;Fourth,introduce the application of the right to know in the parentsubsidiary structure of domestic spin-off listing and improve the securities civil public interest litigation based on investment and service center.