公司合并中中小股东利益保护研究
发布时间：2018-12-31 20:09
【摘要】：公司合并是公司在正常运作过程中经常出现的一种商业活动。在激烈的市场竞争中,其也是公司迅速发展壮大的有效途径之一,如联想与IBM的合并,吉利集团与沃尔沃的并购等都是成功典型。当前,在市场经济稳步推进的背景之下,中小企业不断崛起,行业之间竞争越来越激烈,扩大规模,争夺市场是企业生存下去的重要途径。受我国特殊国情的影响,我国民营企业发展较晚,又处于市场经济运行的探索期,公司合并制度起步较晚,有关公司合并的相关法律法规极不完善,尤其是涉及股东利益保护的规定问题诸多。因此,就现行的法律法规而言,对于股东利益的保护,尤其是中小股东利益的保护,已成为了我国公司合并过程中急需解决的一大问题。在这种背景之下,公司立法已经将改善落后的股东利益保护机制视为了发展的方向。笔者通过本论文的撰写,旨在进一步探讨阐述我国公司合并中中小股东利益保护制度的相关问题,并提出进一步的完善措施。本论文主要包括四个方面的内容:第一部分为公司合并理论,该部分主要阐述了公司合并的基本理论,论述了公司合并的概念、基本特征以及公司合并的意义。作为研究公司合并完善政策的理论基础,通过该部分的论述旨在为公司合并中中小股东利益保护提供理论支撑,以更好的为下文的阐述奠定基础。第二部分为公司合并中中小股东利益保护研究理论,这一部分主要阐述了公司合并中中小股东利益保护的理论基础以及必要性研究。第三部分则主要阐述了在公司合并中中小股东利益保护存在的问题,包括公司合并中股东知情权存在的问题、公司合并中董事及股东的诚信义务的缺失、股东决议理论存在的问题、异议股东股份回购请求权存在的问题。第四部分是基于我国的基本国情,在借鉴国外立法经验的前提下,为我国公司合并中中小股东利益保护制度的立法完善提出具体的建议。
[Abstract]:Corporate merger is a business activity that often occurs in the normal operation of the company. In the fierce market competition, it is also one of the effective ways for the rapid development of the company, such as the merger of Lenovo and IBM, the merger of Geely Group and Volvo are all examples of success. At present, under the background of steady advance of market economy, small and medium-sized enterprises are rising constantly, competition between industries is becoming more and more fierce, expanding scale and competing for market is an important way for enterprises to survive. Under the influence of the special national conditions of our country, the private enterprises in our country develop relatively late, and they are in the exploration period of market economy operation, the system of company merger starts late, and the relevant laws and regulations on the merger of companies are not perfect. In particular, there are many issues concerning the protection of shareholders' interests. Therefore, as far as the current laws and regulations are concerned, the protection of shareholders' interests, especially the protection of the interests of minority shareholders, has become a major problem that needs to be solved in the process of the merger of companies in China. Under this background, the company legislation has regarded the improvement of the backward shareholder interest protection mechanism as the direction of development. Through the writing of this paper, the author aims to further discuss the related problems of the protection system of the interests of the minority shareholders in the merger of companies in China, and put forward further measures to improve the system. This paper mainly includes four aspects: the first part is the company merger theory, this part mainly elaborated the company merger basic theory, elaborated the company merger concept, the basic characteristic as well as the company merger significance. As the theoretical basis of the research on the policy of merger and perfection, the purpose of this part is to provide theoretical support for the protection of the interests of the minority shareholders in the merger of the company, so as to lay a better foundation for the following elaboration. The second part is the theory of the protection of the interests of the minority shareholders in the merger. This part mainly expounds the theoretical basis and the necessity of the protection of the interests of the minority shareholders. The third part mainly expounds the problems existing in the protection of the interests of the minority shareholders in the merger, including the problems of the shareholders' right to know in the merger, the absence of the bona fide obligation of the directors and shareholders in the merger. The problem of shareholder resolution theory and the problem of dissenting shareholder's right to repurchase shares. The fourth part is based on the basic situation of our country, on the premise of drawing lessons from foreign legislative experience, the author puts forward some concrete suggestions for the legislative perfection of the system of protecting the interests of the minority shareholders in the merger of Chinese companies.
【学位授予单位】：新疆大学
【学位级别】：硕士
【学位授予年份】：2015
【分类号】：D922.291.91
本文编号：2397057
[Abstract]:Corporate merger is a business activity that often occurs in the normal operation of the company. In the fierce market competition, it is also one of the effective ways for the rapid development of the company, such as the merger of Lenovo and IBM, the merger of Geely Group and Volvo are all examples of success. At present, under the background of steady advance of market economy, small and medium-sized enterprises are rising constantly, competition between industries is becoming more and more fierce, expanding scale and competing for market is an important way for enterprises to survive. Under the influence of the special national conditions of our country, the private enterprises in our country develop relatively late, and they are in the exploration period of market economy operation, the system of company merger starts late, and the relevant laws and regulations on the merger of companies are not perfect. In particular, there are many issues concerning the protection of shareholders' interests. Therefore, as far as the current laws and regulations are concerned, the protection of shareholders' interests, especially the protection of the interests of minority shareholders, has become a major problem that needs to be solved in the process of the merger of companies in China. Under this background, the company legislation has regarded the improvement of the backward shareholder interest protection mechanism as the direction of development. Through the writing of this paper, the author aims to further discuss the related problems of the protection system of the interests of the minority shareholders in the merger of companies in China, and put forward further measures to improve the system. This paper mainly includes four aspects: the first part is the company merger theory, this part mainly elaborated the company merger basic theory, elaborated the company merger concept, the basic characteristic as well as the company merger significance. As the theoretical basis of the research on the policy of merger and perfection, the purpose of this part is to provide theoretical support for the protection of the interests of the minority shareholders in the merger of the company, so as to lay a better foundation for the following elaboration. The second part is the theory of the protection of the interests of the minority shareholders in the merger. This part mainly expounds the theoretical basis and the necessity of the protection of the interests of the minority shareholders. The third part mainly expounds the problems existing in the protection of the interests of the minority shareholders in the merger, including the problems of the shareholders' right to know in the merger, the absence of the bona fide obligation of the directors and shareholders in the merger. The problem of shareholder resolution theory and the problem of dissenting shareholder's right to repurchase shares. The fourth part is based on the basic situation of our country, on the premise of drawing lessons from foreign legislative experience, the author puts forward some concrete suggestions for the legislative perfection of the system of protecting the interests of the minority shareholders in the merger of Chinese companies.
【学位授予单位】：新疆大学
【学位级别】：硕士
【学位授予年份】：2015
【分类号】：D922.291.91
【共引文献】
相关硕士学位论文 前1条
1 李永;论我国控股股东诚信义务制度的完善[D];西南政法大学;2009年
，本文编号：2397057
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