Research On The Protection Of Minority Shareholders In The Anti-takeover Target Company

Merger and acquisition is becoming an important means for the development of the company.It is an excellent measure to expand the company’s scale,complete the industrial structure of the company and occupy the market share.However,with the increasing number of mergers and acquisitions,corporate control has become a rare asset,so the company’s anti-takeover measures are becoming more and more mature,and the problems are gradually emerging.What is more obvious is the infringement of the interests of small shareholders.In the face of the acquisition,the big shareholders and management of the company for their own interests,take the anti-takeover measures to boycott the acquisition.From the point of view of big shareholders,he will not give up control easily and take measures to resist.And the management of the company will support the counterbid because of the fear of losing the position.But minority shareholders are likely to back the deal,as the acquisition of minority shareholders can earn a decent premium.But many anti-takeover actions can damage the interests of small shareholders,many of anti-takeover measures such as "white knight",change the company’s main business and the poison pill,and so on will damage the interests of small shareholders.In recent hot thousands "treasure",for example,the management and external control in order to materialize,the company’s stock price is like a roller coaster,small shareholders in value is also influenced by a lot.This huge dispute has affected many minority shareholders,but regulators have noway to protect them.This paper intends to consider how to protect minority shareholders from the behavior of anti-takeover.The first part discusses the practical significance of minority shareholder protection and the basic idea of protecting minority shareholders.On the one hand,it is necessary to protect the interests of the company’s investors,not to see the large shareholders and management of the company encroaching on the interests of minority shareholders,which is also the due meaning of social justice.Moreover,it also promotes the development of the social economy.If the investment income of small shareholders is not guaranteed,who will dare to invest in the company in the future? However,it is also a basic idea to protect the profits of minority shareholders.After all,the company is a profitable legal person,and if we blindly protect the minority shareholders and give up the profit,it would be a sacrifice to the end.So protecting minority shareholders should also pay attention to the combination of fairness and efficiency.The second part discusses the relationship between several subjects in the anti-takeover.The acquirer,the target company’s major shareholder,the target company management and the target company minority shareholder.The relationship between other three parties and minority shareholders is analyzed.Among the three,minority shareholders are relatively weak.Acquirers in acquisitions,a large number of market research,in view of the development status and future potential of the target company,advantages and disadvantages will be detailed survey and acquirers have a professional team to help him complete the acquisition.The large shareholders of the target company have great influence on the company because of their high shareholding ratio,so the resources he can call are not comparable to the small shareholders.The management of the target company is a professional team.They have professional knowledge and sufficient information to make the most favorable decisions for themselves.Only minority shareholders are the most vulnerable,he has no professional help,and it is difficult to contact professional information.The third part mainly wrote the concrete measures to protect minority shareholders,mainly from the system construction.Only by perfecting the protectionof minority shareholders can their rights and interests not be infringed.Specific measures include protecting the right of minority shareholders to know the company’s decisions and understanding what their choices mean.Also should have the power to decide whether to anti-bullying the board of directors of the company,because the board is a professional organization,they are more understand how to make best for the company,and they are relatively neutral.After the decisions to the board of directors,also set limits on the board,to strengthen the supervision of the board of directors,this involves faith obligations of directors,by making the decisions to the board of directors,to strengthen the supervision of the board of directors,can better protect the interests of small shareholders.The last part of the legal proceedings,which is part of the protection of minority shareholders,is only the last barrier.Judicial relief includes direct litigation and derivative action.The direct action is directed against the interests of directors and shareholders directly,and the defendant is the director and major shareholder of the target company.The derivative action is because the interests of the company are infringed,the interests of the shareholders are indirectly damaged,and the shareholders,through the prosecution of the infringed,return the profits to the company and ultimately protect the interests of minority shareholders.Of course,there are many problems,such as shareholder’s qualification,litigation cost and interests.