Research On Shareholders' Rights And Interest In The Reorganization Of Listed Company

Listed company reorganization involves with many interest parties, including creditors, listed company, shareholders of listed company and so on, and different interest subjects have different demand. Thereinto, how to deal with shareholders'rights and interest when listed company is in reorganization procedure is much too important.In order to save their interest to the utmost, shareholders of listed company would try their best to push forward listed company reorganization. Besides, the establishment and enforcement of reorganization plan cannot be carried out without shareholders'support. Therefore, shareholders should be endowed with certain rights and interest, such as the right to apply for reorganization, the right to vote on reorganization plan, the right to supervise the execution of reorganization plan, the right to be acknowledged and so on. The right of application and the right to vote are the most important participation rights; the right of supervision is favorable for the execution of reorganization plan; and the right to be acknowledged is the premise of the rights above. Furthermore, broadening the pre-conditions for shareholders to apply for reorganization, giving shareholders the right to put forward the draft of reorganization plan, specifying the voting rules on reorganization plan, conditionally endowing dissenting shareholders with the right to request repurchase of shares and improving the information disclosure mechanism of listed company reorganization should also be brought into the legislative consideration.Since listed company at this point is insolvent or is in danger to be insolvent , which is no longer under normal operating state, shareholders'right to apply for allocating investment income is absolutely prohibited when listed company is in reorganization procedure; in order to prevent listed company directors, supervisors and executives from avoiding risks and shaking"the morale of the troops", the transfer of listed company shares should be forbidden in principle, except to allow; to avoid the possibility of shareholders'improper control on listed company reorganization, shareholders'rights to manage the listed company also needs to be restricted. As for the corresponding legal system design, the thesis suggests preventing the abuse of the right to apply for listed company reorganization, increasing the decrease proportion of controlling shareholders'share, loosening the conditions for the re-issuance of new shares, a clear standard for mandatory approval of the reorganization plan, establishing the hearing system, paying attention to the creditors'participation and supervision and so on.