上市公司收购中少数股东利益保护

Protection of Minority Interests in the Acquisition of Listed Companies

上市公司收购是指收购公司通过要约收购、协议收购或者其他合法方式取得目标公司一定比例有表决权的股票,从而达到控制目标公司目的的法律行为。由于少数股东持股处于弱势地位、理性选择以及外部监管不力等原因,致使少数股东利益在上市公司收购过程中极易受到损害,而这些损害主要来自于目标公司和收购公司。对于少数股东利益的保护不仅有利于保障证券市场健康发展,而且也是股东权平等的必然要求。少数股东利益受到损害时,可以通过直接诉讼和代表诉讼来维护即的合法权益。

Acquisition of Listed Companies acquired company by tender offer, acquisition agreement or other legal means to obtain the target company a certain percentage of the voting stock, thereby to control the target company the purpose of legal acts. Due to minority shareholders in a weak position, rational choice, as well as external weak reasons, resulting in highly vulnerable to damage regulatory the interests of the minority shareholders of listed companies in the acquisition process, and these damage from the target companies and buyout firms. The protection of minority share- holders＇ interests will not only help protect the stock market healthy development, but also an inevitable requirement of the shareholders＇ level. Minority shareholder interests are damaged by direct action and representative action to safeguard that is the legitimate rights and interests.