| Share repurchase, as a mature capital operation means of market, is very important. "Company Law", "Securities Law", "The Guidance for Articles of listed Company" and other relevant laws are related with share repurchase. In practice, Share repurchase can be used as an effective tool to adjust the ownership structure of the company and also be used to optimize the industrial structure of the company to achieve capital appreciation. With the development of capital market in recent years, Share repurchase, as a kind of takeover defense strategy, is applied to the field of anti takeover. Its performance in the anti takeover is mainly concentrated in two aspects: on the one hand, by reducing the number of outstanding shares increases the difficulty of acquisition; on the other hand, through this way it can improve Target Company’s stock price to increase the cost of acquisition.In the anti takeover, the use of stock repurchase is a relatively safe way. However, because of its uncertainty including legislation and regulations of share repurchase, whether it can be applied in the process of anti takeover is uncertain. Share repurchase is very easy to damage the interests of minority shareholders in the process of anti takeover, which is also the reason why focusing on the analysis of anti takeover strategies of stock repurchase to analyze the protection of minority shareholders interests. In the anti takeover "war", because of difficulty on their access to information, decision-making ability and the bargaining power due to the weak position, the interest of minority shareholders are easily to be hurt.The existing research on anti takeover is relatively perfect and systematic, both the analysis of anti takeover measures and the forms, and these have attracted experts and scholars to summarize. At the same time, the share repurchase researches are also great. But from the perspective of protection of minority shareholders to research repurchase shares of the anti takeover is still lacking. One of the reasons is because the current law does not clearly defined for the share repurchase strategies used in anti takeover. The Guidance for Articles of listed Company is relatively completed, but the emergency and utility of the introduction in practice reduce its value. In this paper, protecting the interests of minority shareholders is the main content and finds the protection strategies to improve the interests of minority shareholders.According to the value orientation of the above and the views of professional teachers and tutors, this paper will finally be this frames, and the structure of this paper is divided into four parts.The first part is the introduction. By introducing the research purposes and significance of the paper show the related research on anti takeover in the sort of share repurchase. Its aim is that protection of minority shareholders from the perspective of the value of stock repurchase, and summarized current situations of the research, and lay the foundation for the following writing and research.The second part is to put forward questions. The main content is on the reverse acquisition of shares repurchase of minority shareholders’ interests, and influences include positive influences and negative influences, and then a detailed analysis of the positive influence of the anti takeover in the stock repurchase. The positive influences include the increase of the company’s share price, stopping from hostile takeover defense, and maintaining control of the company and offer shares for incentive policy of the company. The negative influences focus specifically on damage of interests of the Target Corp directors and controlling shareholders abusing the control power and the management to maintain control of resistance anti-takeovers, which are beneficial to the minority share holders.The third part is to the analysis of the problems. The main content is based on the second part of the problems, and analyzes the reasons why the influences be caused. The main causes of problems come from two aspects. From the sophisticated institutions, there are many conflicts in the anti takeover, including large shareholders and minority shareholders, management and the interests of minority shareholders; From the minority share holders’ aspect, there are weakness of minority shareholders causing the above problems, including the information acquisition and the weakness of analysis ability, the weak bargaining power and the disadvantaged on decision of great events. All of these cause double-sided impact in the repurchase of shares.The fourth part is to solve the problem. In the acquisition of the complex environment, the interests of minority shareholders are vulnerable to abuse. The causes of the violation is due to the weakness of the minority shareholders, so protecting the interests of minority shareholders need to change the weak position of minority shareholders. Firstly, we need to perfect the information disclosure system. Secondly, we need to perfect the buyback pricing mechanism, including the validity of share repurchase in pricing, capital source, the purpose of share repurchase. Thirdly, we need to Perfect the decision-making model of general meeting of shareholders. |
