The Protection of Minority Shareholders in the Chinese Securities Market.

摘要

In the past decade, China has experienced an exponential increase in the quantity and quality of new laws and regulations promulgated by the state and its agencies, especially in the area of company law and securities regulation. The legal profession grows and provides ever more diversified services to a public, whose awareness of business and market practices, as well as to some extent the legal rules and principles governing these, are being strengthened by the burgeoning financial media. Yet, these improvements do not necessarily translate into better protection for minority shareholders of Chinese listed companies.;This thesis discusses the legal rules and principles governing minority shareholders' protection, the political realities that have shaped some of the rules and, as argued here, threaten to undermine some of the principles, and minority shareholders' activism to enforce their rights through litigation. The author has sought to test how law functions in the area of minority shareholder protection and how political practice affects the functioning of law in this area. While the legal framework for minority shareholders' protection and for the corporate governance of Chinese listed companies is becoming increasingly coherent and comprehensive, it is still very difficult for the minority shareholders of listed companies to enforce their rights through litigation. Barriers faced by minority shareholders include, but not limited to, the court's reluctance to try cases against listed companies that have strong political connections, difficulties for minority shareholders to meet the burden of proof, and the high litigation fees collected by the courts.;This thesis argues that the most severe problem affecting the corporate governance of many Chinese listed companies and the main obstacle of minority shareholders' litigations against the listed companies lie in the intervention of the Party-State with economic activities occurring in what is formally speaking the private economy---in particular, activities on the part of publicly listed companies---and the legal process. To establish this argument, the thesis discusses, firstly, the participation and intervention of the Party-State in the corporate governance of Chinese listed companies. It finds that the Party committees play important decision-making and supervisory roles in listed companies controlled by the state and its agencies. Secondly, listed companies founded by private entrepreneurs are also under political influence from local governments. The political intervention of listed companies weakens the legal governance regime of Chinese listed companies and damages the interest of minority shareholders. The protection of minority shareholders requires a legal regime that could protect individual minority shareholders against not only private transgressions, such as fraud and misconduct on the part of private entities, but also, more importantly, the infringement of individual citizen's rights committed with acquiescence, support or even participation from the Party-State and its agents.