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在上市公司收购中,保障少数中小股东的退出权利无可厚非。然而在现实收购过程中,某些中小股东因个人私利等因素坚决不出售小额股票,致使收购效率降低。引入余股强制挤出制度可以很好地处理中小股东利益保护和保护公司利益等问题。《证券法(修订草案)》第122条引入余股强制挤出制度的尝试值得肯定,但该规定在挤出门槛安排、决策程序、监管和司法救济等方面均存在很多不足之处。本文以余股强制挤出法理为基础,以《证券法(修订草案)》第122条规定内容为分析对象,结合域外余股强制挤出制度,提出我国余股强制挤出制度的构建意见。
In the acquisition of listed companies, protecting the rights of minority shareholders to exit is understandable. However, in the actual acquisition process, some small and medium-sized shareholders resolutely refrain from selling small-sum stocks due to personal interests and other factors, resulting in a reduction in the efficiency of the acquisition. The introduction of the system of forced squeeze out of surplus shares can well handle such issues as the protection of the interests of minority shareholders and the protection of the interests of the company. The attempt to introduce a compulsory crowding out of shares by Article 122 of the Securities Law (Revised Draft) is worthy of recognition. However, there are many shortcomings in terms of extrusion thresholds, decision-making procedures, supervision and judicial relief. Based on the law of surplus squeeze out of the law, this article takes the content of Article 122 of the Securities Law (Revised Draft) as the analysis object and puts forward the construction suggestion of the system of forced squeeze in our country.