论上市公司收购中小股东权利的保护

The Minority Shareholders' Right Protection in the Process of the Acquisition of Listed Companies

文章将在对目标公司小股东权利保护的法理分析的基础上,结合我国《证券法》修改前后的相关法律法规,分别从收购人、目标公司管理层、目标公司控股股东的角度来探讨目标公司小股东权利的保护措施,并提出有关上市公司收购方面的法律完善建议。

The revised ＂Securities Law of PRC＂ （in 2005） has made a more rational adjustment for the acquisition of listed companies, but there are still some aspects needing to be further improved. On the basis of legal analysis of protecting the rights of minority shareholders of the targeted company,and combining relevant laws and regulations existing before and after the revised ＂Securities Law of PRC＂ ,this paper will explore measures to protect the rights of minority shareholders of the targeted company from the angles of the purchaser ,the management of the targeted company and the controlling shareholder of the targeted company, and propose some improvement suggestions for the laws and regulations on the acquisition of listed companies.