Interest Protection Issue Of Shareholders In The Acquisition Of Listed Company

In recent years, China's state-owned enterprises to accelerate integration of its corollary, the stock market are becoming increasingly active in acquisitions. SASAC Director Li Rongrong put forward in 2010, a listed state-owned enterprises into about 100 goals, in turn provoke a new wave of acquisitions. The acquisition of listed companies, breaking the original balance, the company has brought a significant impact on operations at the same time also affect the vital interests of minority shareholders.Minority shareholders in the Chinese market commonly known as "retail", the group of groups, although the amount of money is not an individual, but the large number of China's securities market to be reckoned with. Therefore, how to balance the interests of the company and shareholders, in particular, is to protect the interests of minority shareholders, is the acquisition of listed companies can not be ignored. In the current acquisition of listed companies in China, the minority shareholders because of their own reasons and other external conditions, often the interests of the losers. Controlling shareholders and the board of directors to use its share of the wealth of information and natural advantages of position, the company wanton manipulation, insider trading, false reorganization act of wanton looting of the interests of minority shareholders. With the increasing maturity of the securities market, China's protection of small shareholders, the legislation is also taking shape, but also the feasibility of specific provisions and legislation there is still worth exploring and improving the place.This paper discusses the process, refer to Anglo-American countries such as the acquisition of listed companies advanced the protection of small shareholders, legislative experience, combined with China's stock market itself to a concrete analysis of the real plus. In this paper, a comparative analysis method is used in research methods. The company's acquisition of the relevant legislation research purposes is essentially the pursuit of a balance between efficiency and fairness in this paper, taking into account the interests of protection of minority shareholders, while also taking into account the efficiency of acquisition. Therefore, the method also used in the study of the law of economic analysis.Paper begins with the acquisition of listed companies held a general overview, and describes the acquisition of listed companies, the need to protect small shareholders. Then enter the subject of part of the paper, namely, protection of small shareholders, the way discussion.The protection of small shareholders in the way, first of all focused on information disclosure and controlling shareholders, directors fiduciary duty to the importance of protecting small shareholders, and put forward sound proposals. Improve the information disclosure issue in the discourse, borrowed extensively from the United States, "Williams Act" on information disclosure requirements, and the improvement of information disclosure in China put forward specific proposals; the directors, shareholders, faith issues, namely the analysis of shareholders, directors and faithful duty of care obligations.Then, this system of listed companies in specific acquisition of the interests of small shareholders, the issue of protection are discussed. A mandatory tender offer were discussed in the protection of minority shareholders and anti-takeover protection of minority shareholders. In the discussion of the mandatory tender offer, respectively, trigger point from the acquisition, the purchase price and the mandatory offer to minority shareholders exempted three aspects of the protection issues. In the discussion of anti-takeover issues, from the discussion of the anti-takeover in the controlling shareholder, directors and minority shareholders stakes between the start of the anti-takeover protection of minority shareholders put forward constructive comments.In the article concludes with discussion of the interests of minority shareholders bear the liability for damages and litigation mechanisms. Minority shareholders against civil liability system were the focus of this discussion, focused on analysis of information disclosure, insider trading issue of civil commitment. Perfect the mechanisms of the proceedings, the difference from direct action, on behalf of litigation and litigation groups in the form of the three kinds of litigation are discussed.