Research On The Protection Of Minority Shareholders’ Interests Under Takeover Of Companies

Corporation takeover is well-known in today’s security market.It remainsfashionable and widespreading as a result of its various positive effects. Corporationtakeover enables security market to integrate and the distribution of resources moreefficient, making the market full of efficiency and dynamism. However, multifariousproblems occur with the frequent corporation takeover cases. Corporation takeoverpresents the combats among all parties who aims at their benefits mostly. Economichuman nature makes all these parties to maximize their own interests,for which theyall have to do their best. The benefit conflicts often lead to illegal activities, andminority stockholders are easier to be affected and harmed by some illegalities. sincethey are in the weaker place. Therefore, for the sake of balancing fairness andefficiency and meanwhile strengthening investors’ faith and expectation towards thesecurities market, the government should issue some relevant policies from the legallevel o to care more about the minority stockholders. In china, corporation takeoverhas not got a long history yet and relevant policies are out of date. Moreover, theresearches regarding to protecting policies towards the minority stockholders startlately. As a consequence, the policies need to be revised and improved. Excluding preface and conclusion, this article is composed of four parts. Viacomparative analysis, history research and literature data method, this article analyzesthe necessity of protecting the rights and benefits of minority stockholders andproposes some ways on how to achieve it.In the first part, the article attempts to put forward the thoughts concerning theright preservation of the minority stockholders during the corporation takeover byanalyzing the case of the transfer of control of S*ST Zhongfang,which presents someproblems that purchasing intentions being not apparent and information beingrevealed incompletely.The second part elaborates the necessity of protecting the rights of minoritystockholders, by means of analyzing from thre aspectst he benefit conflicts among allparties,the weak status of few stockholders, the shortcomings of the existingacquisition system and the supports towards the existing legal principles.In the third section, through comments and analyses towards relevant protectingpolicies for the minority stockholders, the article proposes some supplementarymeasures and establishes the framework system of protecting the rights of minoritystockholders during the corporation takeover, combined with the relevant provisionsof our law.And in the last section, this article elaborates right preservation policy for theminority stockholders from the angle of right relief. Based on the two aspects of entityresponsibility and system relief, the article aims at improving the existing reliefsystem in china.