On Protection Of Medium And Small Shareholders During The Acquisition Of Listed Company

2013acquisition of shuanghui smithfield, xiang e qing three high-profile acquisitions,cableway,2012,$1.2billion deal to buy cisco Meraki cloud computing enterprises, in2011,Google bought MOTOROLA mobility and so on, reflects the "acquisition" has become aboom in the present moment. With the advent of acquisition, the interests of the parties to theconflict is inevitable, compared with the controlling shareholder and company management,obviously in a weak position, small and medium shareholders are often the most vulnerableto abuse their rights and interests. Small and medium-sized shareholders if less than effectiveprotection, will seriously affect their investment enthusiasm, on the stock market and willbring certain influence to the healthy development of social economy. So we must purchasemarket regulation to the company. Both market booms "combination", or "bulk", when therecession of acquisition system brings to the enterprise vitality and opportunities is theenterprise on its own, independent development can not reach to the improvement of thesystem of acquisition of listed company is the inevitable trend.The acquisition of listed companies in the question of protection of the rights andinterests of minority shareholders be attention earlier abroad, other countries such as Americaand Britain, has formed a relatively mature system, system. In our country, the "securitieslaw" in2006, with the "company law" amendment, related to the protection of rights andinterests of minority shareholders system be further standardized. However, related laws andregulations and system Settings still remains to be perfect.This article USES the theory with practice, legal norm analysis, semantic analysis,comparative analysis and other research methods. Through the case to reveal in theacquisition of listed companies in several important system defects, and through the parsecase and draw lessons from foreign legislative experience to perfect our country relatedsystem, so as to better to protect rights and interests of minority shareholders.This article is divided into four chapters altogether. The first chapter briefly elaboratedthe background and meaning of this thesis writing, research status at home and abroad, theway of writing. The second chapter is the concept of acquisitions of listed companies, mode,the definition of small and medium shareholders and small and medium-sized shareholders of infringement of the situation, reasons and the necessity of the protection are simply described.Chapter3and chapter4is the focus of this article, mainly discusses the informationdisclosure system of listed company takeover and anti-takeover system such as system.Among them, the third chapter on "yinchuan xinhua department case","sing tao to buy jadelang" and other cases, for example, one by one, reveals in the acquisition of listed companyinformation disclosure system in our country, the systems of anti-takeover of listedcompanies, controlling shareholders and shareholder lawsuit system defects, and combiningthe legislation present situation and the problems existing in the reality of our country deeplyanalyzed the causes of the defects, illustrates the lack of related legislation and systemarchitecture. The fourth chapter on the basis of the third chapter, with reference to foreignlegislation practice of relatively mature and system Settings, and combining with China’scurrent economic and market environment, one by one for the above puts forward someSuggestions of development and improvement of the system. Hope that the rights andinterests of minority shareholders in the takeover of listed companies to gradually get bettersecurity.