Study On The Controlling Shareholders' Obligations In The Delisting Of Listed Companies

The active delisting of listed companies means that listed companies have decided to no longer maintain the status of their listed companies due to the cost-benefit rules of listing,realistic business development strategy requirements,and current unreasonable market valuations.Or the company's controlling shareholder and its related parties initiated a share purchase,etc.,and took the initiative to the Chinese stock exchange to terminate the application of its stock trading,thereby exiting the main board.There are several common modes in China's current active delisting path:Tender Offer,Switch Stock Exchange,and the shareholders' meeting resolution through the active delisting program.Among them,the most common is that the controlling shareholder of the company or its related parties will make an offer to all or some investors in the open market in the form of tender offer,and agree to buy back the investor's hands at a certain price within a reasonable offer period.Some shares of listed companies,so that the public shareholding ratio of listed companies,no longer meet the "Shanghai Stock Exchange Listing Rules" and other provisions,in accordance with legal procedures to withdraw from the market circulation or to convert the operation of the less liquid sector.Although the trading model is diversified,in practice,the most common controlling shareholder tender offer or shareholder meeting to achieve the listing ofcompanies to take the initiative to delist the market,so the active delisting discussed in this paper is mainly carried out under these two modes.Since the majority of the active delisting cases are conducted under the control of the controlling shareholders,the controlling shareholders control the actual operation and specific terms of the active delisting transactions,and the transactions are often implicitly compulsory,and the listed companies take the initiative to delist the trading poles.It is easy for the controlling shareholder to abuse its controlling position and infringe the interests of small and medium shareholders as investors.For example,in the case of many listed companies taking the initiative to withdraw from the market in China,there are problems such as controlling shareholders' abuse of control rights,compelling share repurchases,disguising investors in disguise,and neglecting the legitimate rights and interests of investors.At the same time,because China's current capital market is still not mature,the conditions for the issuance and listing of securities are still relatively harsh.The supply of “shell” resources in the market is in short supply,and the existing route of delisting of listed companies is still not perfect.In the practice of delisting from the initiative of listed companies in China,many problems have been exposed,which has aroused many concerns in the academic circles.According to the information I have found,the current research on the active delisting of listed companies focuses on the protection of small and medium investors.It is true that the protection of the interests of small and medium shareholders is the main theme of the entire securities market.As far as the essential reasons for the protection of the interests of small and medium-sized shareholders are concerned,most of the academic views focus on the weaker position of small and medium-sized shareholders in delisting transactions,and the interests are more vulnerable.But is the reason for protection only weak in its position really reasonable? As an investor,risk is self-reliant,rational qualification is the basic requirement,and it is also the invisible threshold for entering the market.The nanny-style protection thinking is precisely what the capital market should abandon.Therefore,it is necessary not only to protect the interests of small and medium-sized shareholders,but also to proceed from the essence of the problem.The protection of the interests of small and medium-sized shareholders should not be a proper concept,but should be discussed from the fact that controlling shareholders illegally abused control rights and then needed measures to protect the small and medium-sized shareholders.So the source of the problem lies in how to regulate the behavior of controlling shareholders to abuse their control.When such a regulation has theoretical support,clear system,and implementation in reality,the listed company's active delisting system can truly exert its due institutional value and fall into the "ballast stone" for the stable operation of the securities market.Comparing with the protection of small and medium-sized investors,it is more conducive to the implementation of the active delisting system because of the starting point and the establishment of specific regulations for controlling shareholders.Facing the status advantage of controlling shareholders in the active delisting of listed companies,how to regulate the use of controlling shareholder control,thereby maintaining the stable operation of the securities market and inspiring the confidence of small and medium investors is the purpose of this article.First of all,in the first chapter,this paper introduces the active delisting system of listed companies,interprets the basic connotation of controlling shareholders and control rights in the active delisting transactions of listed companies,and clarifies the basic concepts for the subsequent analysis of active delisting transactions.On the other hand,through the introduction of the overall status of the active delisting of listed companies,combined with the existing system to analyze the status quo,reflect on the shortcomings of institutional level regulation,and analyze the underlying reasons for controlling shareholders in the active delisting transaction.Among them,the focus is on the case as the entry point,detailing the specific situation of controlling shareholder abuse of control in the active delisting transaction,and thinking about the actual obligation of controlling shareholders.The second chapter of this paper puts forward the obligation of controlling shareholder information disclosure in the active delisting of listed companies.Takingthe logic of controlling the information disclosure obligation of controlling shareholders in the active delisting transaction as the entry point,it indicates that the controlling shareholder is required to undertake the information disclosure obligation,which is beneficial to balance the information asymmetry between shareholders and reduce the overall supervision cost of the society.At the same time,it seeks the theoretical basis of the company law and securities law from China,and combines the practice in the US securities supervision to construct a framework for controlling the information disclosure of controlling shareholders in the active delisting of listed companies.Secondly,this paper proposes the implementation of the fair trading obligations of the control chart in the active delisting transaction by controlling the current situation of the abuse of rights in the transaction by the listed company in the third chapter.Starting from the reasons and significance of introducing fair trade,the paper fully demonstrates the theoretical basis of the additional control of the shareholder's obligations,and proposes how to implement the specific obligation construction method in the existing system,in order to rationalize the theory and practice and effectively control the shareholders' obligations.Finally,in order to further strengthen the feasibility of controlling the implementation of shareholder obligations,it is proposed to give listed companies the initiative to delist the market in the control of shareholders in advance payment obligations,endorsement of civil law and US judicial practice,detailed legal and regulatory aspects of controlling shareholders first payment obligations,In order to standardize the behavior of controlling shareholders in the active delisting transactions,and to protect the rights and interests of minority shareholders,provide strong institutional support.