The Impact of Delisting on Minority Shareholder Rights in Listed Companies: A Comparative Study and Case Analysis Based on Chinese and Spanish Legal Frameworks
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 perspectives from corporate governance and investor protection. Findings reveal two regulatory archetypes. China’s vertically integrated, administration-driven model—centered on the China Securities Regulatory Commission (CSRC) and the exchanges—facilitates efficient compulsory delistings and swift market clean-ups, yet calls for stronger mid-process fair-pricing constraints and more effective investor participation. Spain’s networked governance under EU law—CNMV–BME/BME Growth—emphasizes procedural justice and private-law devices: the delisting tender offer (OPA de Exclusión), independent expert valuation vetted by the supervisor, and post-offer sell-out/squeeze-out rights. This design better constrains price fairness during the transaction while incurring higher coordination costs and dependence on specialized intermediaries. Across systems, minority outcomes hinge less on any single tool than on the coupling strength among process, price, and remedies throughout the delisting trajectory. Synthesizing the evidence, the thesis articulates a three-part protective logic: process ensures cognoscibility and participation; valuation calibrates fairness and reasonableness through independent expertise and parallel methods (DCF, trading and transaction comparables); and remedies consolidate accountability and reliance ex post through administrative sanction, civil redress, and interim relief. Policy proposals follow. For China: (i) mandatory configuration of independent valuation with standardized technical criteria and disclosure templates; (ii) a machine-readable, integrated delisting information and price-testing hub; (iii) enhanced representative actions with functional burden-shifting rules; (iv) conferring charter-level opposability on shareholder-agreement clauses such as the tag-along right, coordinated with mandatory tender and cash-exit protections; and (v) embedding RegTech...
Delisting, Minority shareholder protection, Delisting tender offer, Fair price, Independent expert valuation, Collective redress, CNMV, BME, LMVSI, MAR, MiFID II
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