| As the result of the economic development, the merger and acquisition ("M&A") of the corporation become one of the ways to expand product scale. Every tidal wave of corporation M&A shall promote the development of the monopolization capital, with challenging the market economy, therefore, conflict and unbalance to the interest of correlation stakeholder would not be avoided. It needs balance the stake, between the merger and Acquisition Corporation and Aim Corporation, interior the stakeholder of the merger and Acquisition Corporation, interior the stakeholder and the Aim Corporation, merger and corporation and society. Because of the stakeholders form different positions and influencing of the decision of corporation, the aforesaid balance is break . Even though the corporation is regarded as the most energy organization and the best way of the distribution of capital, the unbalance of the stake holder in M&A will result that the failure of the normal bargaining and the broken of market order. What's worse, the development of the economy and society will be influenced. So that, the balance to stake holder in M&A, no matter for the purpose of perfecting the corporation law system or developing of the economy and society, is significant and shall be had our attention to.This article includes four chapters.The first chapter, the connotation of the stake conflict in M&A, mainly including four parts, sets forth the seedtime of M&A and its characteristic, the definition of correlation stake holders in M&A, the possibility of the conflict and the justice of the protection. Analyzing the history of M&A in China and other countries, analyze the correlation stake holder of the possibility conflict and the justice protect, emphases analyze the control shareholder problem that is the core of the conflict.The second chapter will analyze the conflict and balance between controlling shareholder and minority shareholder in M&A, mainly including, how to define the controlling shareholder, the cause and characteristic of the stake conflict between controlling shareholder and minority shareholder, and how to resolve. By analyzing the aforesaid conflict and comparing the foreign legislation, it will be helpful for us to find out the focus and solution of the imbalance. And the second chapter will put forward to the shortage in the law of PRC.The third chapter sets forth the stake conflict and balance in M&A between shareholder and other stake holder, mainly including creditor,employee,community,environment,states and so on. By get through thorough analyses, the focus and solution will be found out. At last, we will compare the existing legislation to find out shortage .The fourth chapter sets forth the perfect of the stake conflict in M&A. The measure will mainly include five part, perfect of the system of the shareholder convention, the system of the supervise law to director, the system of the creditor relief law, the system of the corporation M&A law, the corporation society responsibility. Basing on the shortages found out above, we would try to put forward to the feasibility blue print and legislation advice for the perfect our relevant legal system. |
