中国少数股东强制挤出制度的不足与改进

Abstract

Squeeze-out system means that, in order to improve operating efficiency, while ensuring fair trading conditions, the controlling shareholder holds the legal ratio or more through legal procedures against minority shareholders, and squeeze the company's system. For the purpose of improving operational efficiency and maximizing the profit, this system stripped of its majority shareholders and against shareholders ' will, consequently outweigh the traditional company laws. That is why so many countries had been disputed over the system while introducing it into their nations. Nevertheless, as the financial and economic scale, in order to facilitate organizational restructuring and enhancing operating efficiency of the company, this system has already been widespread throughout the world. Squeeze-out of specific contents and mode of operation of the system vary in nations, yet are generally presented in cash merger, takeover or laws to directly regulate the absolute shareholding rights. At present, there is no forced out of minority shareholders in the China's legal system， but actually it appeared in the way of cash-out merger similar to the practice in the United States to squeeze out minority shareholders 。 But relevant laws on the merger only makes several principle-related provisions, specific details and measures of protection are not sound, which led to the argument of lack of fairness of the deal itself and the rationality of the means. Although China in year 2013 revised the company law and the securities law and other legal norms in connection with corporate restructuring, but regulations related to the shareholders are not flawless, especially provision of passive withdrawal mechanism. Academic theory on this subject is not comprehensive nor has in-depth research either. In fact, the controlling shareholders take on a variety of restructuring process to squeeze out minority shareholders, usually results in the interests-conflict between controlling shareholders and minority shareholders during the process; and various problems in the management, therefore reduce the company's operating efficiency.