Welcome to free paper download website

Economic other

You are here: Home > Economics > Economic other > content

The division of the company to protect the interests of small shareholders

Author: ZhangYan From: www.yourpaper.net Posted: 2010-05-31 08:43:11 Read:

Abstract: This paper studies deeply on the separation of the protection of minority shareholders of this problem, and on the basis of the relevant laws and regulations to improve the division of a company.
Keywords: the division of a company; minority shareholders; protection of the interests of

First, China's legislation on the separation behavior of

China's legislation on corporate division standard began in 1986 through the "civil law", "company law" in 1993 after a simple provisions in corporate separation creditor, creditor objection of notification procedures.December 16, 1997 promulgated the "listing Corporation" guidance on listing Corporation discrete program, effects of legal procedures, to carry out the provisions of protection of creditors discrete.In 2006 the China Securities Regulatory Commission with the promulgation of the new company law and enforcement of creditor "s right of objection, made a deal with the same company law.In November 1, 1999, the Ministry of foreign trade and economic cooperation and the State Administration for Industry and Commerce jointly issued the "Regulations on the" merger and division of foreign investment enterprises, the provisions of the detailed rules for foreign investment enterprises separation behavior, the legal division is more specific and more maneuverability.In 2002 to address the company restructuring enterprises due to merger, division and other matters of dispute, the Supreme People's Court promulgated the "judicial interpretation of the provisions of" on the issue of civil dispute cases related to the restructuring of the trial and some enterprises.So far, our country law about the separation of the company formed a company law as the leadership, to adjust all separation behavior, to "on the merger and division of Foreign Investment Enterprises Provisions", "listing Corporation" and < regulations and guidelines; provisions "on the issue of civil dispute cases related to the restructuring of enterprises in some trial and the auxiliary the pattern of legislation, adjusting of special type, discrete behavior.
The division of a company itself as a major organizational behavior of a company reorganization, in effect will have an important impact on the interests of small shareholders, therefore, how to play the efficiency value of corporate division system at the same time, to provide equitable relief and protection is a major issue in the separation of small and medium shareholders.But China's current legislative situation makes the division of division of the company practice is lack of support and guidance from the legal level, affect the separation of the company which is an important system to play a role, but also affect the protection of the legitimate rights and interests of small shareholders, it is necessary to improve China's company law system of legislation, to provide more institutional investors, provide proper protection for the minority shareholders and relief.
two, the division of a company to protect the interests of small shareholders in
Minority shareholders in a weak position in the company in the power system, its legitimate interests exist danger to the controlling shareholders.In the division of a company, the interests of minority shareholders will be a greater impact, therefore is the focus of research on the protection of the interests of.
The 1 Division of the appraisal right of dissenters.China's current company law made clear stipulations on the right, in accordance with the provisions of article seventy-fifth, for the division of a company, the shareholders will vote against the shareholders may request the company to purchase its equity and reasonable price.To exercise the right to claim procedures, provisions of shareholders and the company from shareholders will not reach 60 acetabulum share purchase agreement on the adoption of the resolution, shareholders may institute proceedings in a people's court within 90 days from the date of the resolutions of the meetings of the shareholders' meeting.In addition, according to the company law the 143rd regulation, acquiring companies in the division of the company shall not exceed the total issued shares of the company 5%, by legal interpretation, such provisions should be to minimize the possible negative impact on corporate capital erosion in this system.The company law of our country stipulates the system shows that, compared to the Companies Act 1999 of this system makes no provision, the current company law is a great progress, and the acquisition of shares in number restrictions also has reduced the system negative effect, it should be affirmed.
However, as we shall see, the procedure, the company law of our country only to the appraisal exercise of the right to the equity price decision procedures, the simple rules, not against the procedure, the shareholder request to buy the program to make specific provisions, which makes the objection to the shareholders of the lack of practical to follow operating procedures, in the exercise of this right, therefore, suggestions to improve our country's legislation procedural provisions of the division of the appraisal right of dissent shareholders.
2 independent inspection system.For the separation of the company, only the European Union, Germany and China's Taiwan region have the stipulation to the independent inspection system, so the system function and the necessity of understanding is worthy of discussion.Generally speaking, the main significance of independent inspection system is to use independent social third parties, providing security for the fairness of the stock exchange between the division of a company of division of the company and bear the company, in order to protect the legitimate interests of the shareholders.Because the company division is a division of the company is to be discrete portion of the business or property to the new company or an existing company for the transfer, and by the shareholders of the company is divided to obtain the corresponding to a stock price, thus in the process of division of the company and bear the company stock exchange is reasonable is the primary problem of division it is related to the separation, equality and coordination of benefits among the parties, especially have important effects on the interests of shareholders.Therefore, many countries or regions of the legislation on the issue of a direct or indirect adjustment, in order to ensure the rationality of convertible.The indirect adjustment method is based on the system of director obligations and liabilities, when things by the directors of the company on the good management of care and duty of loyalty, to segment report or bonus shares proportion reason book book detailed standards and results of the evaluation, pay reasonable property authenticity and exchange rate to ensure arrived to achieve.This method does not actually for discrete in exchange rate reasonability problem specified corresponding, but only with the help of the system of director obligations and liabilities of the exchange ratio rationality of security.Rely on is the system of director obligations and liabilities can regulate the division of Related Companies manager behavior, that is the spirit of the duty of care and duty of loyalty to the good manager, standard and result property identification value detailed in the discrete report or bonus shares proportion reason book file.
In our country at present, practical, small and medium-sized shareholders damage occurs from time to time, as the unfair exchange and damages the interests of the shareholders and not in the existing legal provisions to avoid system, so how to protect the legitimate interests of small shareholders are discrete unavoidable problems in legal system.Independent inspection system can enhance the small and medium-sized shareholders to discrete the exchange ratio judgment on this issue, to provide the necessary protection for minority shareholders, so as to provide thinking and Enlightenment beneficial to perfect the legislation of our country.First of all, our country should exchange this problem in the shares of small shareholders to provide the necessary relief.Secondly, the relief method is must take the EU approach to establish an independent inspection system can carry on the discussion and thinking.The independence of an important prerequisite for independent inspection system to play its role is to check people, and protecting the independence needs two conditions, one is reasonable to check any candidate program, such as the European Union regulations designated by the court, under German corporation reorganization law may apply for separate review by the company representative organ to the court, the court appointment.On the other hand, check is generally lawyers, accountants and other professionals, so the independence of social security is inseparable from the production of good integrity machine.China's current social reality, these two conditions seem weak, so this system can really play a role is worth considering, but as the legal development, believe that with the gradual establishment of social credit system and judicial environment gradually improved, to protect the interests of small shareholders independent inspection system is established necessary, it can become legal development direction.
3 shares allocation rules.The division of a company, the division of the company will be part or all of its business or assets separated out, and obtain the corresponding to the price -- the new company or existing shares in the company, and this part of the shares to be allocated to the original shareholders of the company are discrete, distribution of such shares are proportional and non-proportional allocation two practices, the former refers to according to the distribution is discrete, the Central Plains shareholding ratio of; the latter refers to the non - according to the distribution is discrete Zhongyuan shareholding ratio of.The allocation of shares is an important problem related to the immediate interests of shareholders.The proportional share distribution because the ownership does not change the original shareholders and ownership structure correspondingly, and thus will not affect too negative to shareholders, but not the allocation of shares on the basis of the original ownership of the shares of the company after the separation of change, and affect the equity structure of the company, the original state of equilibrium the shareholders were broken, so for the interests of shareholders has great influence, so how to recognize the non proportional share allocation, to ensure that the allocation scheme is reasonable and the balance of interests is the need to seriously study the problem of discrete.
 1/2    1 2 Next Last
Please consciously abide by Internet-related policies and regulations.
Tips: Log in to comment, the user name to enter comments directly from your personal space, so that more friends to meet you.

Economic other latest papers

Sponsored Links

Economic other papers Ranking

Latest free papers

Sponsored Links

Top