Research On Legal Protection Of Direct Stakeholders In Company Mergers

In this article, by analyzing the “Company Law ”and the relevant legislation in our country,and working over on the present situation of legal protection of three kinds of direct stakeholders(major shareholders, creditors, employees)in the company merger,based on the analysis of merger and some direct stakeholders,I summed up the problems in our country which are existed in the legal protection of some direct stakeholders in company merger,and comparing with the legislation in foreign country, Chinese Hong Kong and Chinese Taiwan,I putted forward my own views and a little suggestion for the legal protection of the stakeholders in company merger,by drawing lessons from their advanced experiences.Hope it would be helpful for improving the legal protection of some direct stakeholders in company merger in our country.This article mainly analyzes the present situation and problems of legal protection of some direct stakeholders in company merger in our country,and puts forward suggestions for the problems.The nature of merger is unity of companies' corporate personality.But merger lead to integrated of all companies' assets.The mainly motivation of merger is to pursue the most interest,although merger need to follow legal procedures and principles.So it would neglect or even damage the interest of other counterparts,especially the subject which are directly interrelated with the company.For direct stakeholders,shareholders, creditors and employees have an strong influence on company's development and enlargement, because of their special status.So it's necessary to take legal protection underway for direct stakeholders' interest in company merger.Now the protection for shareholders has many shortages.The minor shareholders' right to information is not enough.The minor shareholders' right to participate shareholders' meeting are inadequacy.And the dissent shareholders' right to request company to buy their interest have shortages.And the protection for creditors have shortages too.The sphere of creditors which would be protected is not established.The post system for creditors is not good enough.The relief for dissent creditors is not good enough.And the protection for stuff also have shortages.The right to information,supervision and suggestion for stuff are not good enough,And how to arrange the staff after the merger have problems.I hope it would be helpful for the legal protection for the three kinds of direct stakeholders to improve the post system of merger,to reinforce managing director and supervisor's fealty obligations,to reinforce the control shareholders' faith obligations,to clear the sphere of shareholders and creditors which would be protected,and to reinforce the staff's right to information,supervision and suggestion.Merger is a important company organization restructuring mode, it involves many subjects,and has a great influence.Therefore, only keeping the balance of the relationship between the company and the stakeholders, can make the company to keep a well persistent development. I hope this article could be helpful for the perfecting of some direct stakeholders in company merger.