外资并购中中小股东权益保护的法律支持系统

Legislative Support System for Protection of the Rights and Interests of Minority Shareholders in Transnational Merger & Acquisition

外资并购中中小股东权益的保护应该作为一个系统来研究,其立法的完善需要一系列的制度支持,该制度应由三个层面的亚系统构成,即宏观的指导思想,中观的控制理论和微观的制度安排。只有这三个层面实现了各自的最优化设计和彼此的内在契合,才能真正为中小股东撑起法律的“保护伞”。

The protection of the rights and interests of minority shareholders in transnational merger ＆ acquisition should be studied as a systematic whole, the improvement of which calls for the backing of a set of institutions, which, if further divided, fall vertically into three sub-systems, namely, the overall guiding principle at the macro level, the theory of control at the medium level, and the arrangement of institutions at the micro level. Each, only when optimized to the best of its design and in internal harmony with the other two, can they truly function as a legislative ＂protective umbrella＂ for minority shareholders.