Research On The Protection Of Minority Shareholders In Anti-takeovers

The effect of law lies in making behaviors of social life standard and all the relations balance. Nowadays, many discussions and articles are focus on the M&A, which concentrated on the protection of minority shareholders in takeovers, In contrast, articles paying attention to the protection of minority shareholders in anti-takeover are inadequate. With the reform of separated stock rights and coming of the liquidity market of stocks, behaviors and Phenomena of anti-take will become more and more, it is essential to research the protection of minority shareholders in anti-takeovers. The protection of minority shareholders in anti-takeover herein means a state sets up all kinds of law and effective protection procedure to make minority shareholders in anti-takeover protected. The start point of this article is to have a deep look and research at the content and system of protection of minority shareholders in anti-takeover, the aim of which is to the discussion of protection of measures and system ,including the analysis of Consummation of legislation and construction of system.This article is mainly divided into four parts. In the first part the author discusses the concept of the anti-takeover, and describe the kinds of measures of anti-takeover, including the ambiguity of anti-takeover. On the basis of that ,the author discusses the meaning of protection of minority shareholders and the phenomena of invading the rights of minority shareholders in the anti-takeover, and then pays more attention to the relations between anti-takeover and protection of minority shareholders, including discussing the meanings of protection of minority shareholders.In the second part, the author pays attention to the legal system in the United states ,England and other countries about the protection of minority shareholders according to the Decision-making power of anti-takeover and the duty of broad of directors, also with lawsuit for minority shareholders .In the third part, the author analysis the survey of anti-takeover and protection of minority shareholders in many kinds of anti-takeover measures with some examples nowadays, moreover, on the basis of formal part, further analysis relevant principles, also Superiority and Inferiority of all people and ownership of the Decision-making power of anti-takeover, including other theory questions.In the fourth part, the author will research and analysis Consummation of the relevant system for protection of minority shareholders, mainly including the Consummation of general meeting of shareholders pattern and the relevant duties of major stockholders and directors, also will discuss the lawsuit for minority shareholders.Comparison and induction are the mainly methods used in this article. The breakthroughs in this article are in three aspects: first, the author deeply examines the relations between anti-takeover and the protection of minority shareholders, especially different measures of anti-takeover have different effect on the protection of minority shareholders Second, the author proposes his own opinion on the different kinds of anti-takeover measures which appear in china nowadays detaily. Third, the author examines and analysis the duties of major stockholders and directors, including lawsuit for the protection of minority shareholders.