2004Caijing lilun yu shijianRequires access

Issues Related to Protection of the Shareholders' Rights in Company's Dismerge

Wei Xu

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Abstract

When a company dismerges (divides itself), how to protect the shareholders' rights is very important. Dismerge of a company should generally require a special decision process by its shareholders' meeting, but with exception in Korean and Japanese where their legislations allows special dismerge decisions made by a meeting of board of directors in some cases. To protect the shareholders' right, those disagree the merge of a company shall be entitled to the right of claiming to sell their own shares back to the company, minority-shareholders shall be specially protected when distributing shares, and civil responsibilities should be defined and assigned to the directors who are in charge of the dismerge so that they will perform their duties.

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What this paper is about

When a company dismerges (divides itself), how to protect the shareholders' rights is very important. Dismerge of a company should generally require a special decision process by its shareholders' meeting, but with exception in Korean and Japanese where their legislations allows special dismerge decisions made by a meeting of board of directors in some cases. To protect the shareholders' right, those disagree the merge of a company shall be entitled to the right of claiming to sell their own shares back to the company, minority-shareholders shall be specially protected when distributing shares, and civil responsibilities should be defined and assigned to the directors who are in charge of the dismerge so that they will perform their duties.

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Available abstract

When a company dismerges (divides itself), how to protect the shareholders' rights is very important. Dismerge of a company should generally require a special decision process by its shareholders' meeting, but with exception in Korean and Japanese where their legislations allows special dismerge decisions made by a meeting of board of directors in some cases. To protect the shareholders' right, those disagree the merge of a company shall be entitled to the right of claiming to sell their own shares back to the company, minority-shareholders shall be specially protected when distributing shares, and civil responsibilities should be defined and assigned to the directors who are in charge of the dismerge so that they will perform their duties.

Key concepts: Shareholder, Merge (version control), Business, Companies Act, Accounting, Corporate law, Law and economics, Finance

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