Research On The Legal Issues Of Electronic Shareholders' Meeting

The development of internet technology has brought the reform opportunity to the whole society,and also brought opportunity to the innovation of the shareholders' meeting of China's joint-stock limited company.The development of internet technology makes the practice of the shareholders' meeting of listed companies in China emerge in an endless stream,Practice innovation emerges one after another,such as electronic announcement,network voting,meeting live,network interaction,...These practical innovation needs to be explained theoretically.However,does the electronic information bulletin need the confirmation and guarantee of company law?Is the shareholders network voting sufficient to enforce " deemed to be present " by the China securities regulatory Commission alone?Can the practice development of the conference live and network interaction be promoted?Can these mechanism innovations be extended to the shareholders' meeting of non-listed companies?How to deal with the challenge of information technology in company law,this problem has been solved in developed countries,but it has not aroused real attention in China.Research on this project attempts to use normative analysis,comparative analysis,empirical research methods and other means,around a series of questions about shareholders' general assembly electronic" how,why,how to run,what forms,what about now,how to solve,how to correct,how to develop".According to the path of" practice innovation—operation rule—legal response",from the influence of internet technology on the operation of shareholders in a joint-stock limited company,this research analyzes the practice form of electronic operation,and analyzes the objective demand and reality from practice innovation to legal response,At the same time,on the basis of ensuring the electronic operation rules of shareholders' meeting,fully mining the social soil and institutional environment of the electronic operation of shareholders in China,appropriately reference the legislative changes and practical experience of developed countries corporate law,improve the system of corporate legislation and related rules,so as to achieve the system innovation of electronic operation in China.In addition to the introduction and conclusion,this paper mainly includes the following four parts.The first chapter is about the concept definition and value of electronic shareholders'meeting.For the definition of electronic shareholders' meeting,there is no definite answer.based on the summary and analysis of the academic viewpoint,this research puts forward to definition of the concept of electronic shareholders' meeting;the shareholders' meeting is a series of process of electronic technology used in the general assembly of shareholders.This definition mainly includes the following three aspects:first,electronic of the shareholders'general meeting is the result of the application of electronic computer and network technology;Secondly,electronic of the shareholders' general meeting is the essence of electronic technology replacing the traditional written form.Third,electronic of the shareholders'general meeting is a series of process of electronic technology used in the general meeting of shareholders.Based on the promotion of shareholders plays an important role in corporate governance,as the supreme organ of a company composed of all shareholders,the shareholders' meeting plays an important role in corporate governance.in order to change the function of shareholders' meeting weakening,the function activation is the inevitable requirement of perfecting corporate governance structure.In view of the electronic can effectively overcome the inherent shortcomings of information disclosure to improve the supply the information to the shareholders,it can effectively break the reality of the traditional voting way to improve the effectiveness of voting,electronic of the shareholders' general meeting is an effective way to achieve the function of shareholders' meeting.Modern information technology is an important driving force of social development and reform,the application of information technology will cause the change and development of the shareholders' meeting,the rapid development of modern information technology provides powerful support for the function activation of shareholders' general meeting.Chapter Two is the operation mechanism and manifestation of electronic shareholders'meeting.The electronic shareholders' meeting is the embedding of information technology in the general shareholders' meeting,its basic roots in the operation mechanism of the shareholders' meeting,its essence is the application,development or innovation of the original rules under electronic conditions.The operation of the general meeting of shareholders can be divided into the convening and holding of the meeting,from the perspective of electronic,the electronic of the system is the notice and announcement of the meeting of shareholders,In addition,the exercise of some shareholder's rights related to the convening of the conference will also involve electronic issues;The rules of the meeting of shareholders' meeting include the time and place of shareholders' meeting,the number of shareholders,the deliberation and voting of the motion,and electronic involves most of these issues,the most important is the exercise of voting rights of shareholders.Based on the analysis of the electronic application of shareholders' meeting in national legislation and practice,this research analyzes the specific performance of electronic shareholders' meeting from four aspects:first,the electronic delivery of shareholders' meeting information and documents,which is the subject of the shareholders' meeting.Second,the electronic shareholders' forum,which is a useful part of the electronic shareholders' meeting.Third,the electronic voting power,voting right electronic is the key factor of the electronic shareholders' meeting.Fourth,the network shareholders' meeting,it is the development direction of the electronic shareholders' meeting.Chapter Three is about the present situation of the Chinese picture and system of electronic shareholders' meeting.Although the application of information technology in some fields is the spontaneous behavior of the company,but in general,electronic shareholders'meeting in China,Walking is the top-down way from the system to practice,is by the China securities regulatory Commission to establish,promote and lead the electronic operation of the shareholders of listed companies.The promotion of the securities regulatory Commission to the general meeting of shareholders is to use the listed companies as the main subject,and the business rules formulated as the main way,mainly the electronic and voting rights transfer of corporate information.Under the system promotion,the shareholders' meeting is carried out electronically:the universal application of electronic bulletin,the orderly promotion ofnetwork voting,the stand out from the crowd of network interaction and the positive attempt of video conference.However,in accordance with the electronic adaptability of the shareholders' meeting,the current company law does not have a provision that directly reflects the spirit of legal information of the company.China's" company law" still has a great loss in the face of enterprise information and the electronic general assembly,the China securities regulatory Commission has played a leading role in promoting the electronic conference of shareholders in China,and it has the legal basis for promoting the electronic transmission of corporate information,but the promotion of online voting does not solve its legal basis,and can even say that the regulatory enforcement network voting in China is suspected to violate the provisions of the legislative law.To realize the electronic meeting of shareholders needs the reform of company law,from the rules to the law,this is the realistic choice and the only way of the electronic shareholders' meeting.Chapter Four is about the legal realization and system foresight of electronic shareholders' assembly.The legal realization of the electronic shareholders' meeting need to establish a system of complete rules and procedures to promote,from the process 'of electronic,it is more facing the system of further development.One is the realization of the electronic documents of the shareholders' meeting,which is the premise and basis of the electronic shareholders' meeting,and is also the mostly simple and convenient work,mainly involves three aspects:the record in electronic manner,electronic storage and electronic signature.Second,the realization of the shareholders' meeting notification and announcement,e-mail should be the main way of electronic transmission,and the use of website reading and download is a relatively good method.If the company wants to select an electronic bulletin as its notice,it shall stipulate in the articles of association,and in the electronic processing of notice,request,in principle,,the consent of the addressee is the condition of electronic.Third,the realization of shareholders' electronic voting rights,increasing the electronic voting from rule standard to legal norm,establishing electronic mode to exercise the voting power,is a necessary choice of the company law to the shareholders' meeting.At the same time,the specific rules for the shareholders' electronic voting shall be established,including:During the exercise of electronic voting,electronic voting deals with the motion of the motion or amendment,and electronic voting deals with multiple votes.The network shareholders'meeting,also known as the general meeting of electronic shareholders,refers to the shareholders' meeting convened by the network,its greatest feature is to allow shareholders to participate in shareholders' meeting electronically.The practice of network shareholders'meeting abroad is not very successful,its legislation is not very mature,China has not even such experiment,in China is a subject to study,the legislative foresight of the electronic shareholders,meeting.From the adaptive judgment,far from virtual shareholders' meeting,even if part of the network shareholders' meeting,there is no legal basis in the company law in China.The promotion of video shareholders' congress should be our realistic path choice,and in the future,with the development of information technology and further popularization,relevant technology and practical obstacles can overcome,the corresponding rules have a better foundation,China can achieve the leap from rule to law,establish the legal status of network shareholders in company law.