On The Protection Of The Minority Shareholders' Rights And Interests Of Target Companies In The Anti-acquisition

As a kind of market behavior,anti-acquisition is of great significance for improving corporate governance and maintaining company stability.At the same time,the adoption of anti-acquisition measures will also have an impact on the shareholders' rights of the target company,especially for minority shareholders who have a small share of shares and a small voice.The anti-acquisition is a hostile takeover,in which the target company takes anti-acquisition measures to prevent the acquirer from taking control of the company in order to protect its own interests,shareholders or management interests.The acquisition and anti-acquisition process necessarily involves the relevant interests of the company,shareholders and management.Major shareholders and minority shareholders have different interests.Among them,major shareholders tend to manage their rights,and minority shareholders tend to economic rights.In the process of anti-acquisition,the minority shareholders of the target company could not influence the decision of anti-acquisition through the equity they held.And there are conflicts with the interests of controlling shareholders and management.The anti-acquisition example that occurred in practice shows that the minority shareholders' rights are often violated.Therefore,it is necessary to appropriately protect the rights and interests of small and medium shareholders.Overall,China's legal system for acquisitions and anti-acquisition is not yet sound.The specific performance is that the legislative level is low,the specific rules related to anti-acquisition are not perfect;the operational regulations and legality judgment standards of anti-acquisition measures are lacking;the relief system of minority shareholders is not perfect.In the capital market,the implementation of anti-takeover measures often damages the interests of minority shareholders in the target company.The main types and their effects are as follows: the director nomination restrictions,cross-shareholding will affect the management rights of shareholders.The Golden Parachute Plan,the "Poison Pill Plan",the "White Knight" strategy,the scorched earth tactics,and the share repurchase will affect the economic rights of shareholders.The fundamental purpose of minority shareholders investment is to obtain economic benefits such as dividends and dividends.Therefore,the anti-acquisition measures should focus on protecting their economic rights.However,in practice,it is not possible to restrict the adoption of anti-acquisition measures by simply emphasizing the protection of minority shareholders.Otherwise,it is not conducive to the target company to resist destructive hostile takeovers and safeguard the long-term interests of the company as a whole.This requires a balance between the regulation of anti-acquisition measures and the protection of minority shareholders in the target company.Therefore,we will explore the construction of a reverse takeover legal system that is suitable for the actual situation of the Chinese market.To this end,first of all,in the regulation of anti-acquisition measures,we must uphold the basic principles of the principle of contract,the principle of balance of interests,and the principle of protection of the weak,and improve the system of protection of minority shareholders' rights and interests in China.The tilt protection of minority shareholders can not only ensure the smooth implementation of the anti-acquisition measures,but also enable the target company to achieve long-term stable development.Specifically,in the legislation,we should improve the legal system of anti-acquisition and improve the level of legislation.In view of the special circumstances of the anti-acquisition,the company nominates the nomination rights of the directors who become the target company through the acquisition,perfects the regulations on the directors' remuneration system,optimizes the supporting measures for the issuance of preferred shares,and restricts cross-shareholding among companies.At the same time,it is necessary to further improve the remedies such as shareholder litigation and compensation,and improve the system of anti-acquisition protection of minority shareholders' rights and interests.