The Law & Economics Analysis Of Corporate Voting Mechanism

Corporate voting mechanism is one of the most important basic issues of the Company Law.How to arrange and improve the corporate voting mechanism is a fundamental issue that can not be avoided in the corporate legal systems in all the countries.The research on this issue in our country is not satisfactory as a whole.This paper,mainly taking the most influential company contractual theory(that is,the company is the nexus of a series of express or implied contract) as the path,beginning from the research method of Law & Economics,taking "personal reason" and corresponding methodology of individualism as the basis of research methods,"efficiency" in economics as a core measuring criterion,"costs-profits" theory and the way to maximize them as the basic analytic tool,aims to carry out standardized research and empirical studies,to review the corporate legal systems, to interpret the voting system of the company law,to analyze the existing problems,and to put forward corresponding way of thinking.Chapterâ… reviews the origin,formation and recent development of Law & Economics.It introduces the nature,basic assumptions and goals and values of the subject of Law & Economics,describes the basic theory and basic tools for analysis in the study of Law & Economics,and analyses the nature of company contracts from the perspective of company contractual theory.Chapterâ…¡Firstly,this chapter analyses the efficiency orientation of analysis methods of Law & Economics,which can be called as the perfect fitting with the goal of maximization of wealth and efficiency in the company law.Then it points out that the stand of advocating corporate to take social responsibilities does not conflict with company's economic targets,but rather help the company achieve the long-term interests.Finally,it elaborates on the three aspects of the value of the company law,namely,to serve as the company's standard contract template,to provide loophole-filling mechanisms to company contracts and to meet the "non-efficiency" target to a certain extent.Chapterâ…¢The Law & Economics analysis of shareholders' general voting rulesIn this chapter,the author firstly analyses the theoretic basis of shareholders' voting rights and answers such questions as "Why do not all participants to corporate contracts enjoy voting rights?","Why shall shareholders other than other participants be endowed with voting rights?" and "Why should shareholders exercise the rights to vote?" Answers to such questions are followed by further analysis concerning whether shareholders' voting rights shall be limited or take the form of "One share,one vote" and elaborates on the rationality of issuing non-voting shares and super-voting shares.As to the issue of proxy voting rights in section 3,this paper analyses its Law & Economics basis and points out that proxy solicitation should not be conducted with compensation.According to the author,issuance of either irrevocable letter of authorization or blank proxy without any content is forbidden.Chapterâ…£The Law & Economics analysis of shareholders' special voting rulesSection 1 talks about accumulative voting system.Followed by analysis of law & economics basis of such system,the author criticizes the proposition which set the system as a compulsive one.In the author's opinion,accumulative voting shall be understood as a right-granting provision and shareholders shall specify in the initial articles of association whether they allow the company to employ accumulative voting system.Such system shall not be made applicable without definite stipulation in the articles of association.The author then discusses the effectiveness of Resolution Flaws of the General Meeting in Section 2. He suggests endowing judges with rights of discretion.The judges can rely on the assumption of a"personalized" version of transaction model to test relevant matters related with Resolution Flaws of the General Meeting. After the test,a ruling about whether or not the resolution should be revoked will be given.Chapterâ…¤Law & Economics analysis of the rule of Directors' Voting RightsThis chapter first analyses the Law & Economics reason why directors' vote implements "one person,one vote" and why directors' voting rights should be exercised collectively in person.Then it explores into a more far-reaching topic in the company law,that is,among all the company law rules,which ones should be discretionary norms,and which ones should be mandatory norms?Chapterâ…¥The conclusion of this paper briefly reviews once again the main viewpoints and the innovation of this article,and embodies a few words on my writing reflections.