上市公司收购中的中小股东保护原则探析

Investigation and Analysis on the Basic Principle of the Medium and Small Shareholders' Rights Protection During the Listed Company Acquisition

在上市公司收购立法中应坚持以证券法的公开、公平、公正原则,即"三公"原则为前提和基础,充分有效地保护上市公司收购中目标公司中小股东的权益,本文分别论述了目标公司所有股东平等原则、充分信息披露原则、目标公司控股股东的诚信义务原则、确保目标公司经营管理者忠于股东利益原则。以上四项基本原则,既相互独立,同时又相互融合,共同体现在上市公司收购中的中小股东保护的各项具体制度中。

We must insist on the principles of publicity, equality and fairness in the bond law, which is the premise and base, so that we can effectively protect the medium and small shareholders＇ fight during the listed company acquisition. This paper illustrates respectively the equal principle of all the shareholders in the objective company, fully public information principle, the fiduciary duty principle and the principle of ensuring the manager to be honest with the shareholder＇ s interest. The above four basic principles are both mutually independent, simultaneously and mutually fuses, now together present in the protection of the medium and small shareholders of the specific system during the listed company acquisition.