论上市公司收购中对中小股东权益的保护

The protecting rights and interests of medium and small stockholders while corporations on the market are being purchase

对中小股东权益的保护是上市公司收购中平等优先价值的必然要求和体现。目前世界各国主要是通过信息披露规则、强制要约收购规则、禁止阻挠行动规则、按比例平均分配规则等来保护中小股东的权益。为进一步加强对上市公司收购中中小股东权益的保护,法律还应强化大股东的谨慎注意义务,确认和维护小股东的信息权和诉讼权,股东大会召集权、提案权,还应建立股东表决权排除制度。

The protection of the rights and interests of medium and small stockholders is the demand and embodiment of the value of equality and priority while purchasing corporations on the market, At present this protection is done in different countries in the world by implementing a series of regulations such as information release regulations, forcible purchase regulations, obstruction - forbidden regulations, and regulations on equal allocation in accordance with the shares. In order to further strengthen the protection measures, laws must be enforced as a way to strengthen the duty of vigilance of big stockholders, and to confirm and safeguard the small stockholders in their right to information, lawsuits, convening conferences for stockholders and drafting proposals. At the same time, it is also necessary to set up voting rights exclusion regulations.