上市公司并购新三板企业中中小股东权益保护研究

The research on the protection of minority shareholders' rights and interests in the merge of listed companies to acquire NEEQ listed companies

近年来,新三板企业不断扩容,成为上市公司并购的重要标的选择池,加上新三板企业估值处于下行区间,资本市场掀起一股上市公司并购新三板挂牌企业热潮。强强联合、优势互补有助于企业的发展,但在并购过程中频频出现中小股东权益受损的情形。本文结合当前资本市场典型的并购案例,分析在这一过程中中小股东权益受损的具体表现,通过深入剖析现有制度对中小股东权益的保护及不足,借鉴美国OTCBB市场的相关经验,构建上市公司并购新三板企业过程中中小股东权益的保护机制。

In recent years,the NEEQ Listed Companies continue to expand,have become the important target pool for listed companies to make merges and acquisitions,and with NEEQ Listed Companies valuation in the downlink range,the capital market set up a boom that listed companies makes mergers and acquisitions to NEEQ Listed Companies.The powerful combination and complement each other contributes to the development of enterprises,but there is a case of the damage occurred in minority shareholders' rights and interests in the process of mergers and acquisitions frequently.Based on the typical M & A case in capital market,this paper analyzes the specific performance of the damage in minority shareholders' rights in this process,and in-depth analyzes the protection and inadequacy to minority shareholders' rights in the existing system,draws lessons from the experience of OTCBB market in American to build a protection mechanism for Minority Shareholders' Rights and Interests in the process of Listed Companies acquire NEEQ Listed Companies.