Tóm tắt

A joint stock company (absorbed JSC) may be merged into the another one (surviving JSC) whereby the surviving JSC succeeds to all lawful assets, rights, obligations and interests of the absorbed JSC. The absorption-type merger can make more benefits for surviving JSC from absorbed JSC by dominance of market and assets, etc. However, surviving JSC may have to bear adebt burden that makes reducing the benefit of its shareholders.So that it is necessary to protect shareholders in absorption-type merger of JSC, especially minority shareholders by improving regulations related shareholders protection such as the right to access JSC’s information’s related to the merger, the right to demand redemption of shares, regulations related to absorbed JSC’s asset assessment andstock exchange est. In this process, we can learn from Japan some experiences in lawmaking the Company Law related shareholders protection regulations related in absorption-type merger of JSC and their practice.