Research On The Protection Of Minority Shareholders In The Material Assets Reorganization Of Listed Companies

As an important way of capital operation,the major assets reorganization of listed companies plays a very positive role in the integration of assets,the promotion of capital efficiency and profitability,and the improvement of market competitiveness.Medium and small shareholders are the fresh force of China’s securities market and the important foundation to ensure the effective operation of the securities market.In the process of the major assets reorganization transaction of the listed company,the infringement of the rights and interests of minority shareholders has occurred frequently,including the avoidance of backdoor listing,the excessive valuation of the underlying assets,the excessive performance commitment and the unreasonable compensation agreement,the unreasonable price of the assets purchased by issuing shares and the insufficient information disclosure,etc.This not only makes the rights of minority shareholders unable to be protected,reduce their enthusiasm for investment in the securities market,but also goes against the smooth implementation of major assets reorganization of listed companies,and goes against the maintenance of the development of China’s securities market and social stability.Therefore,this paper adopts the literature analysis method,case analysis method,comparative research method and other research methods to comprehensively explain the main situations that the rights and interests of minority shareholders may be infringed in the material assets reorganization of listed companies,and analyzes how the rights and interests of minority shareholders are infringed in this situation.The main reasons for the loss of the rights and interests of minority shareholders are as follows:contradiction in the supervision concept,alienation of "shell" resources,insufficient supervision on avoiding backdoor listing,insufficient supervision on high valuation and high performance commitment,incomplete information disclosure system,open solicitation system for voting rights,and incomplete system of objection shareholders’ share repurchase right.On this basis,the main system and successful experience of protecting minority shareholders in the material assets reorganization of listed companies in the United States are used for reference,and the protection system of minority shareholders’ rights and interests is constructed from the two aspects ofstrengthening the supervision of material assets reorganization and improving the corporate governance structure.The former mainly includes establishing the regulatory concept of giving priority to the rights and interests of minority shareholders,strengthening the regulation of avoiding backdoor listing,high valuation and high performance commitment and information disclosure,while the latter is mainly carried out by improving the system of public solicitation of voting rights and the right to request for share repurchase by dissident shareholders.