In this paper the author discusses the rights proteion of minority shareholders, the institution of outside direors, the significance and funion of outside direors in proteing minority shareholders, and the limitation of institution of outside direors in our country.

The Amalgamation of corporations brings the involved corporations tremendous benefits bat in the mean time, it causes losses to the shareholders, especially the relatively weak minority shareholders.

But because there are specific interest relationship in the affiliated enterprise, the question about protection of the subordinate company s creditor and minority shareholders interests become a difficult problem in judicature practice .

There are few clauses about the legal protection to the minority shareholders in our law of corporation.

This article discusses foundation of law theory and explains practical significance about protection of the minority shareholder s rights in the limited liability company on the basis of revealing wholely the essential characteristic of the limited liability company and its particular shareholders relationships.

Agent cost of share decentralization comes from managers and all shareholders; however, in companies with comparative centralization or high centralization of shareholders, it is a serious phenomenon that controlling shareholders seriously harm the interests of minority stockholders.

While various measures taken for to complement group enterprise institutions are mainly focused on the interests of the related subjects, to regulate the relation among controlling enterprises, dependent enterprises, minority stockholders of the dep.