Protection Of Minority Shareholders Interests Of Legal Analysis And System Design

As a kind of important enterprise form, the limited companies have brought,en ormous economic benefit to the society. But at the same time, it also brought a series of negative influences, among which the violation to the rights and interests of minority shareholders is the most prominent one. These influences even held back the healt冲development of the limitedc ompanies.Therefore, how to protect the rights and interests of minority share holders in limited companies becomes the problem of the extensive concenr by scholarsal laround the world. By investigating the abroadRelevant theories and practice experiences, and combining our actual state situation; I put forward a series of suggestions in protecting the rights and interests of minority Share holders in this article.The article is mainly divided in to four parts: Chapter one The theoretical foundations and historical evolvements of the protection of the rights and interests of minority shareholders. I find out the concrete contents of the rights of minority shareholders and the necessity of protecting them by investigating diferent countries' legislations. And I try to find out the protective basis theoretically. Moreover, through investigation to the historical evolvements of the protection to the rights of minority shareholders in two genealogies of law, I make an evaluation and induce the development trend of the protection to the rights and interests of minority shareholders.Chapter Two The present condition of the violation to the rights and interests of mtnonty to our country and its causes. Through investigation to the present condition of violation to the rights of minority shareholders, we can find that the violation that sufered by m inority shareholders are mainly from majority shareholders anddirectors of the company. The main reasons for such present condition which causes dominance principle and violations to the rights of minority shareholders the abuse of capital are as follows:first, the company organization system is not perfect; secondly, there is no homologous restricting mechanism; and thirdly, there is no definitely provision to the rights and obligations of majoritys hareholders and dierctors. Moreover, the action regulation especially the derivative action of minority shareholders is not unimpeded, which makes it impossible for them getting efective judicialre medy when they sufer violations.Chapter Three The perfection of company law in protection of minori shareholders in our country. For the purpose of establishing perfect operation system limitedc andp reventth eri ghtso fm inoritys hareholdersfr omb eingv iolated,It h inkwe shall ompantes take the foreign experiences infor to establish a series of concrete measures in protecting the rights and interests of minority shareholders in two aspects:perfecting the company organization system and establishing derivative action system. The former includes the shareholder's meeting system, the director's board system and the supervisory commitee's system; the later includes the action subject, the legal status of the partiesto th ea ction,the preconditions of the action and the rights andresponsibilities of the acting shareholder.