Seminar paper from the year 2009 in the subject Law - Civil / Private, Trade, Anti Trust Law, Business Law, grade: B+, Tsinghua University, language: English, abstract: The Company Law of the People’s Republic of China was revised in the year 2005. This paper analyses the protection of the minority shareholders under the new law.

Seminar paper from the year 2009 in the subject Law - Civil / Private / Trade / Anti Trust Law / Business Law, grade: B+, Tsinghua University, language: English, abstract: The Company Law of the People's Republic of China was revised in the year 2005. This paper analyses the protection of the minority shareholders under the new law.

Corporate governance mainly of public companies has been lively debate by scholars in law, law and economic, management, sociology, and political economy from various angles respectively in the past two decades. Traditionally, the debate of corporate governance is based on the assumption of the separation of ownership and control in modern public companies with diffuse ownership, identified by Berle and Means in their classical work. However, the proposition of ownership structure and the approaches to corporate governance have been challenged by recent research. Massive empirical surveys have been conducted in relation to the ownership structure of publicly quoted companies, around the world, not limited to the US. Empirical evidence has shown that ownership is dispersed in the UK and US and, however, concentrated in the hands of banks, the state, or family-controlled companies in most other countries, as opposed to the Berle and Means modern company with dispersed ownership. The Berle and Means modern company with diffuse ownership has been further challenged by the rise of institutional ownership since the 1990's in the US, UK, and Australia. The corporate governance systems can be distinguished pursuant to the ownership structure, control, and identity of controlling shareholders. In china, although the state promotes the ideas of a shareholding system and corporatization, it still retains a large portion of state-owned shares in listed companies constructed from former State-Owned Enterprises (hereinafter referred to as "SOEs"). The ownership structure of Chinese listed companies is highly concentrated in the hands of the state, directly or indirectly. This will lead to expropriation of minority shareholders by controlling shareholders. This article intends to explore the issue of corporate governance in Chinese listed companies from the perspective of both expropriation of minority shareholders by controlling shareholders and the protection of minority shareholders. The rest of this article is organized as follows. Section 2 briefly reviews recent literature on the expropriation of minority shareholders by controlling shareholders. Various forms of tunneling in Chinese listed companies are examined in section 3. Section 4 analyses protection of minority shareholders in China and mainly focuses on recent relevant administrative regulations introduced by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"). Section 5 concludes with some observations and recommendations as to how minority shareholder protection can be strengthened in China.

The number of interactions between China's stock markets and markets in other parts of the world continues to grow prodigiously. However, as in many transitional economies, insider control and inefficient law enforcement pose serious problems for the corporate governance of Chinese listed companies. Using a law and economics approach, this book first analyses the types of pervasive misconduct of large shareholders in China's listed companies, and then offers concrete reform proposals toward effective protection of minority shareholders in the interwoven areas of regulation, enforcement, and the judiciary. The author addresses the necessity for recognizing the fiduciary duty of controlling shareholders, for improving voting rights for minority shareholders, for enhancing the disclosure system, and for restricting insider trading and market manipulation.

In view of the increasingly severe exploitation of minority shareholders and the existence of double agency costs in China, it is necessary to provide strong protection for minority shareholders in China in order to build an investor-friendly system. By enabling minority shareholders to prevent misconducts of majority shareholders and managers, legal system has made significant progress in the past twenty years. Nevertheless, many defects still exist. The first enactment of the PRC Company Law was passed in 1992 with primary goal to serve reform of state-owned enterprises and therefore protection for minority shareholders was excluded by the scope of these reforms. The revision of the Company Law in 2005 was regarded as historical progress of Chinese company law in respect of providing protection for minority shareholders as many rights are conferred on shareholders and more measures were adopted to restrain the power of directors and controlling shareholders. However, this paper identifies that these various rights and protective mechanisms have certain deficiencies, which means that the interests of minority shareholders suppose to be guaranteed would be inevitably affected. Without improvements and clarifications of the existing legal protection in the future, interests of shareholders and company as a whole will be obstructed ultimately and development of capital markets will be significantly impeded.

This book provides a comprehensive review of the Measures for Administration of Takeover of Chinese Listed Companies (the Chinese takeover law), with emphasis on the differences between the Chinese takeover law and takeover legislation in the UK, the US and Hong Kong. The Chinese M&A market has been booming at an unprecedented rate in recent years; not only domestic investors, but also foreign funds and multinational companies are actively participating on the market. For both market participants and researchers, it is crucial to understand the emerging and transitional aspects of the Chinese economy and its M&A market, and the impacts of those aspects on relevant laws. While there are ongoing academic discussions on the convergence between the Chinese takeover law and its counterparts in the UK, Hong Kong and the US, this book offers a comprehensive discussion of the divergence and focuses on key differences in the transplanted Chinese takeover law.