Research On Legal Issues For Protecting Minority Shareholders’ Rights And Interests In Bankruptcy Reorganization Of Listed Companies

The development of listed companies can not be separated from the support of the majority of minority shareholders.Protecting the rights and interests of minority shareholders of listed companies is crucial to meet the financing needs of listed companies,to promote the stable development of the capital market and to maintain the financial security and stability of the country.The bankruptcy reorganization of listed companies is a subject with strong judicial practice.On the basis,the legal research on the protection of minority shareholders’ rights and interests aim to find problems and propose countermeasures,finally to realize the goal of solving problems from the current situation.The logical structure of this paper is to first find out the problem representation,then analyze the essence of the problem,and then put forward countermeasures to solve the problem.Besides the introduction and conclusion,this paper consists of five chapters.The first chapter is the overview of the protection of minority shareholders’ rights and interests in bankruptcy reorganization of listed companies.Firstly,three key concepts related to the topic of this paper are defined,which are minority shareholders,minority shareholders’ rights and interests,the definition of bankruptcy reorganization stage.The definition of the concept makes the paper having logical basis,In particular,the definition of bankruptcy reorganization stage provides support for the extension of time dimension that minority shareholders’ rights and interests should be protected.Then analyzing the necessity of protecting the rights and interests of minority shareholders in the restructuring stage,The necessity is not only to strengthen the confidence of minority shareholders,but also to promote the prosperity of the national financial market.The second chapter is the problems of protection of minority shareholders’ rights and interests in bankruptcy reorganization of listed companies.With listed companies in the stage of bankruptcy reorganization as the background,the author analyzed in detail the minority shareholders in the right to know,property rights,voting rights,litigation rights and interests of the protection of the existing problems.The third chapter is the analysis on the cause of minority shareholders’ rights protection in bankruptcy reorganization of listed companies.The third chapter and the second chapter constitute the relationship between the essence of the problem and the appearance of the problem.The three key factors of inadequate legislation,imperfect governance system and imperfect judicial mechanism lead to the above problems in the protection of minority shareholders’ rights and interests.It should be noted that this part does not have a simple one-to-one correspondence with the second chapter,but that each kind of protection of minority shareholders’ rights and interests may be related to all or part of the three causes.The fourth chapter is about the extraterritorial provisions and comparisons concerning the rights and interests of minority shareholders in bankruptcy reorganization stage.This paper selects the contents of the bankruptcy laws of the United States,South Korea and Japan covering the protection of minority shareholders’ rights and interests.putting forward the reference thinking,aiming at drawing out the matching restructuring provisions under a more open capital market.The last chapter is the protection countermeasures of minority shareholders in bankruptcy reorganization of listed companies.This part of countermeasures correspond to the content of the third chapter,which reflects some innovative thinking,such as investigating the liability of the board of directors by applying the principle of no-fault liability similar to that applied in the investigation of liability for breach of contract in commercial litigation,and implicitly adjusting the rights and interests of investors based on the principle of equity.