| When facing the acquisition of relative companies,not all target companies welcome them,and sometimes take corresponding anti takeover measures to fight them.In the process of anti takeover confrontation of the target company,the interest orientation of various groups within the target company is different.Due to the relatively weak position of minority shareholders,their rights and interests are very vulnerable to infringement.Minority shareholders are of great value to the healthy and orderly development of the securities market.If their legitimate rights and interests are not effectively protected,it is bound to have a reverse effect on the development of the securities market.Combing the relevant concepts of anti takeover and the protection of the rights and interests of minority shareholders,it is found that anti takeover has duality at the value level.Therefore,while recognizing the anti takeover right of the target company,we should also recognize that anti takeover often infringes the rights and interests of minority shareholders in practice.Whether from the importance of minority shareholders to the development of corporate governance or the principle of shareholder equality,we should provide necessary protection for the rights and interests of minority shareholders in anti takeover.Through the evaluation of China’s anti takeover system,it is found that China’s anti takeover system still has the following problems in the protection of the rights and interests of minority shareholders: first,the regulation of anti takeover has not formed a more effective and perfect legal norm system;Secondly,there are also deficiencies in the provisions of the target company on the obligation of anti takeover information disclosure;Thirdly,there are fuzzy problems in the ownership of the decision-making power of anti takeover;And the current legal system for the fiduciary obligations of management and controlling shareholders is obviously weak in dealing with the problem of anti takeover;Finally,the measures to relieve the rights and interests of minority shareholders are not perfect.Taking the existing problems as the starting point,this paper investigates the extraterritorial anti takeover system,so as to provide reference for improving China’s anti takeover system and protecting the rights and interests of minority shareholders.Drawing on foreign experience and supplemented by theoretical analysis,this paper attempts to put forward the following suggestions for the problems existing in the protection of the rights and interests of minority shareholders in China’s anti takeover system: first,we should take the protection of the rights and interests of minority shareholders as the starting point,establish a perfect anti takeover normative system,which is embodied in improving the legislation regulating anti takeover and setting up a more applicable demonstration list of anti takeover measures,so as to reduce practical disputes,And improve the information disclosure norms in the anti takeover system to provide more comprehensive and transparent anti takeover information disclosure for minority shareholders;Secondly,we should resolve the dispute over the ownership of the decision-making power of anti takeover,clearly grant it to the general meeting of shareholders of the target company,and refer to the classified voting system to protect the participation right of minority shareholders in anti takeover matters;Thirdly,the duty of care of the management should be detailed,and improve the fiduciary duty of controlling shareholders to make it more applicable in anti takeover;Finally,it puts forward some suggestions on the right relief of minority shareholders from the two aspects of administration and justice,including strengthening the supervision of administration and the improvement of litigation relief measures. |
