Research On The Legal Protection Of Minority Shareholders In Joint-stock Companies

The legal protection of the rights and interests of minority shareholders in joint-stock companies is the concrete application of the basic strategy for governing the rule of law in practice,an important part of improving the socialist market economic system,an inevitable requirement of deepening the reform of the financial system and the investment and financing system,and is of great significance to optimizing the business environment and promoting economic development.With the continuous expansion of the company scale,the number and proportion of minority shareholders have increased,protecting the legitimate rights and interests of minority shareholders and the demand to realize the prosperity and stability of the capital market.However,in practice,the current situation of the protection of minority shareholders ’rights is not optimistic,and it is urgent to improve the protection system of minority shareholders’ rights.Therefore,this paper focuses on the joint-stock companies with a large number of shareholders and scattered shares,hoping to make efforts for the legal protection of the rights and interests of all minority shareholders.Find out the current relevant laws on the protection of the rights and interests of minority shareholders,and find that there is no proprietary concept of minority shareholders.In order to clarify the research object,this paper combines the actual situation of joint-stock companies,pushes the concept of minority shareholder from the controlling shareholder,and defines the minority shareholder group through the two standards of shareholding ratio and actual control.In order to ensure substantive fairness,the protection of the rights and interests of minority shareholders has increasingly attracted the attention of legislators,and China’s laws have made various adjustments.The Company Law was amended in 2018,the Judicial Interpretation V in 2019 and the Securities Law in 2019,and the legal protection of the rights and interests of minority shareholders has been increasingly improved.In order to have a more systematic and clear understanding of the new legislative current situation,this paper sorts out and summarizes the protection of the rights and interests of minority shareholders in the newly revised laws and the newly promulgated judicial interpretation.After the adjustment of relevant laws,the phenomenon of infringing on the rights and interests of minority shareholders still exists in practice,and it is inevitable to identify the "disease".This article is searched in the database,read hundreds of cases of infringement of minority shareholders,and found that some violations of non-performing debts;major shareholders transfer and occupy property through related party transactions,insider trading,restricted dividends and other means,and further explain the specific situation of infringement.After finding the right "disease",exploring the cause of its occurrence becomes the key to "treatment".This paper combined with the actual situation of the joint stock company operation,from the corporate governance structure,major shareholders,judicial relief system,minority shareholders itself,to explore the root of the infringement of minority shareholders is mainly caused by the defects of joint stock corporate governance structure,major shareholders abuse of control position exercise rights,judicial relief system protection and minority shareholders rights protection consciousness is weak multiple reasons.After identifying the root cause of the "disease","the right medicine" has become the top priority.Company system started late,the capital market and financial market development needs to be improved,in order to make the "medicine" more effective,this paper selects the system of active capital market,company system of the United States,Japan,Germany’s minority shareholder rights and interests legal protection system to study,combined with the actual situation of joint-stock companies in China,summarizes the system of independent directors,binary governance model and other powerful measures.On the basis of the comprehensive governance experience of developed countries,this paper constructively puts forward suggestions on improving the corporate governance structure,reasonably restricting the exercise of the rights of major shareholders,improving the judicial relief system and encouraging the rights of minority shareholders.