The Improvement Of The Protection System For The Rights And Interests Of Small And Medium Shareholders Under The Revision Of The Company Law

In the evaluation of "protecting minority investors" in the business environment report of the world bank,China’s ranking has been lower for many years,which is far from the international frontier.To some extent,it reflects that China’s current legal system of investor protection is not recognized by the outside world.From the reform experience of typical countries in the world,the return of investor protection is huge.All the changes in legislation and regulation that can affect the scores of the six indexes under this indicator are listed as reforms."Minority investor protection" refers to the protection of minority shareholders’ rights and interests in the context of corporate governance.In today’s China,optimizing the business environment and protecting the rights and interests of small and medium shareholders have the concept of synergy.But at present,with the ownership structure of "one share dominates",controlling shareholders are easy to infringe the rights and interests of small and medium shareholders through related party transactions.The index of "protecting minority investors" of the world bank just establishes a safeguard mechanism of how to protect the rights and interests of small and medium-sized shareholders and prevent controlling shareholders from self trading by law.Therefore,it is of great practical significance for China to learn from the methodology of the world bank.China’s judicial interpretation V of company law strengthens the protection of the rights and interests of small and medium-sized shareholders,and also promotes the index ranking to rise by 36 places.From one side,it shows that the change of relevant legal rules of company law will help to improve the index ranking.On the basis of deconstructing the index of "protecting minority investors" of the world bank,this paper evaluates the deficiencies of the protection of the rights and interests of small and medium-sized shareholders in China in the aspects of the accountability mechanism of directors,the system of directors’ dismissal without cause and the relief of shareholders’ rights.It holds that the pursuit of the maximization of interests of small and medium-sized shareholders and the maximization of interests of companies are homogeneous,reflecting the relationship among shareholders,companies and directors to a certain extent,The protection of the rights and interests of small and medium-sized shareholders in China should be based on the theory of "the interests of the company are supreme".It should be improved from four aspects: the definition of the scope of directors’ liability for breach of fiduciary duty,the exercise of shareholders’ supervision right and relief right.Further rationalizing the structure of ownership and control right and balancing the interests of all parties can improve the performance of the "protection of minority investors" index in the world bank Ranking can also enhance the practicality and international identity of China’s commercial legal system.