The Impact of Delisting on Minority Shareholder Rights in Listed Companies: A Comparative Study and Case Analysis Based on Chinese and Spanish Legal Frameworks
type: CreativeWork
description: Taking China and Spain as the comparative axis within the European Union legal framework, this dissertation offers a systematic inquiry into minority-shareholder protection in stock-delisting processes. It advances an operational, integrated framework—process–valuation–remedies—that connects (i) procedural governance and disclosure at pre- and mid-transaction stages to enhance investor risk salience; (ii) the formation of a fair price grounded in independent expert valuation with parallel methodologies and auditable parameters; and (iii) multi-layered relief—administrative, civil, and, where appropriate, criminal—supplemented by interim measures to secure justiciability and enforceability. Building on a reconstruction of regulatory architectures, legal sources, and practical pathways in both jurisdictions, the thesis identifies the main legal challenges faced by minority investors during delisting, compares the efficiency–equity trade-offs embedded in each system, and proposes implementable reforms. Methodologically, the study combines doctrinal-comparative analysis with case studies. On the Chinese side, it examines the Company Law, the Securities Law, and the Shanghai/Shenzhen Exchange Listing and Delisting Rules; on the Spanish side, it interprets the Ley de Sociedades de Capital (LSC), the Ley 6/2023, de los Mercados de Valores y de los Servicios de Inversión (LMVSI), the Market Abuse Regulation (EU) No. 596/2014 (MAR), MiFID II (Directive 2014/65/EU), and Royal Decree 1066/2007 on takeover bids. The analysis also draws on supervisory artifacts of the Comisión Nacional del Mercado de Valores (CNMV)—including guidelines, Q&As, and the P05 procedural guide—and on corporate documentation (delisting tender offer prospectuses, board reports, and independent valuation reports) from representative cases on Bolsas y Mercados Españoles (BME) and BME Growth. The theoretical backbone blends principal–agent and principal–principal conflict frameworks with institutional pers…
abstract: Taking China and Spain as the comparative axis within the European Union legal framework, this dissertation offers a systematic inquiry into minority-shareholder protection in stock-delisting processes. It advances an operational, integrated framework—process–valuation–remedies—that connects (i) procedural governance and disclosure at pre- and mid-transaction stages to enhance investor risk salience; (ii) the formation of a fair price grounded in independent expert valuation with parallel methodologies and auditable parameters; and (iii) multi-layered relief—administrative, civil, and, where appropriate, criminal—supplemented by interim measures to secure justiciability and enforceability. Building on a reconstruction of regulatory architectures, legal sources, and practical pathways in both jurisdictions, the thesis identifies the main legal challenges faced by minority investors during delisting, compares the efficiency–equity trade-offs embedded in each system, and proposes implementable reforms. Methodologically, the study combines doctrinal-comparative analysis with case studies. On the Chinese side, it examines the Company Law, the Securities Law, and the Shanghai/Shenzhen Exchange Listing and Delisting Rules; on the Spanish side, it interprets the Ley de Sociedades de Capital (LSC), the Ley 6/2023, de los Mercados de Valores y de los Servicios de Inversión (LMVSI), the Market Abuse Regulation (EU) No. 596/2014 (MAR), MiFID II (Directive 2014/65/EU), and Royal Decree 1066/2007 on takeover bids. The analysis also draws on supervisory artifacts of the Comisión Nacional del Mercado de Valores (CNMV)—including guidelines, Q&As, and the P05 procedural guide—and on corporate documentation (delisting tender offer prospectuses, board reports, and independent valuation reports) from representative cases on Bolsas y Mercados Españoles (BME) and BME Growth. The theoretical backbone blends principal–agent and principal–principal conflict frameworks with institutional pers…
author: Guo, Wen
keywords: Delisting, Minority shareholder protection, Delisting tender offer, Fair price, Independent expert valuation, Collective redress, CNMV, BME, LMVSI, MAR, MiFID II
date published: 2025
date modified: 2026-07-24T00:52:05Z
provider: University of Alicante
publisher: Networked Digital Library of Theses and Dissertations
type: WebPage
source organization: University of Alicante