Shareholder Voting Mechanism Of Listed Corporations

This thesis mainly discusses the issue of shareholder voting mechanism in the listed corporation,with the aim of researching the function of shareholder voting,the value orientation of shareholder voting mechanism,and the design and construction of specific regulations and rules of shareholder voting,etc.,from both the theoretical and practical aspect through comparative analysis of relative regulations and rules of the Common Law System and the Civil Law System.The purpose of this thesis is to interpret the shareholder voting mechanism under the corporation law,review the deficiency of the shareholder voting mechanism under Chinese Law,and propose some modifications and additions to the system construction and regulations under Chinese Law,through discussion of the regulations and rules of shareholder voting in some countries and regions with sophisticated corporation law and considering the regulations and practice of shareholder voting in China,in the hope of being helpful to improve and perfect the shareholder voting mechanism of listed corporation under Chinese Law.Part ? of this thesis is the Introduction,illustrating briefly the issue discussed and summarizing relative documentation and papers both here and abroad.Meanwhile,this part also mentions the main research method,the research emphases,the innovation and inadequacy and other issues of this thesis.Part ? is an overview of shareholder voting right.The discussion of shareholder voting mechanism is started in this part through introduction of shareholder rights and shareholder voting right.The concept and nature of shareholder voting right,the theoretical explanation of why shareholder owns voting right,the scope and function of shareholder voting,the distinction of shareholder voting and political voting,the value orientation of shareholder voting mechanism,etc.,are emphatically illustrated from the theoretical point,laying foundations for the deep discussion of shareholder voting.Part ? discusses the two basic rules of shareholder voting,i.e.the one-share-one-vote rule and the majority rule,which are generally adopted by the corporation law of most of the countries and regions,focuses the source and development of the rules,analyses their theoretical foundation and value,and explains their rationality and necessity.Some exceptions to the two rules,such as shares without voting right and shares with multiple voting right,and regulations concerning these exceptions in some countries and regions,are also discussed in this part.Part IV emphasizes on the exercising mechanism of shareholder voting right,mainly studies various methods of exercising shareholder voting right and relative specific regulations and rules of different countries and regions,such as direct exercise of voting right(personally attend shareholder meeting,use remote communication)and indirect exercise of voting right(authorize agent,voting trust),and analyses the value,the advantages and disadvantages,and the designing of specific rules.Part V studies the restricting mechanism of shareholder voting,mainly discusses the necessity of restricting controlling shareholder's exercising of voting right in order to prevent its abuse of voting right and correcting the defects of majority rule,and analyses the relative theories and specific regulations of the restricting mechanism,such as cumulative voting,rules of removing voting right,restricting voting right of own shares,restricting voting right of cross-shareholding,Quorum of shareholder meeting,etc.Part VI discusses the shareholder voting mechanism in China.Considering both the regulations of law and the practice,and through analyses and reviews of the regulations under Chinese law,this Part points out the inadequacy and lacks of regulation in Chinese law,and proposes some suggestions on improving regulations of shareholder voting mechanism with references to advanced legislation experiences and regulations in other countries and regions.Based on the comparative research of relative regulations and rules of the Common Law System and the Civil Law System,this thesis comes to the following conclusions:1.Shareholder voting mechanism is a series of regulations and rules to regulate the exercise of shareholder voting right and safeguard the achievement of the function of shareholder voting right,and is one of the important mechanisms of corporate governance.Its main purpose,on the one hand,is to guarantee shareholders' ultimate control on the corporation through effective supervision and constraint on the manager or controller of the corporation by way of exercising voting right,and on the other hand,is to balance the rights and interests between controlling shareholders and minor shareholders,and between the shareholders and the corporation,so as to provide solid foundation for the healthy operation and the sustained development of the corporation.The structure of shareholder voting mechanism shall consist of the basic rules of shareholder voting,the regulations and rules of exercising voting right and restricting exercise of voting right,etc.2.The one-share-one-vote rule and the majority rule,as the basic rules of shareholder voting,are generally adopted by the corporation law of most of the countries and regions.These two rules,as the reflection and inevitable outcome of the principle of shareholder equality,can encourage shareholders' enthusiasm to make investment,and balance the rights and interests between different shareholders and between the shareholders and the corporation.3.Regulations of exercising voting right under the corporation law can,to a certain extent,ensure shareholders' true intention being heard and prevent the abuse or distortion of voting right,and are helpful to minor shareholders' participation in the corporate governance,thus play an important role in safeguarding exercise of voting right,balancing the rights and interests between different shareholders and defending the overall interests of all shareholders.4.The restricting mechanism of voting right,under the premise of adhering to the majority rule,confines the power of controlling shareholders and provides proper protection to the rights of minor shareholders,thus can fully realize the positive function of the majority rule and be helpful to the achievement of shareholder equality and the balance of the rights and interests between different shareholders.5.A relatively complete legal system of the mechanism of shareholder voting has been established under Chinese corporation law.Most part of the regulations and rules concerning shareholder voting has been stipulated in the laws,administrative regulations and normative documents.But many problems exist in this legal system,for example,some provisions are too simple or incomplete or lack operability,some regulations has low legal hierarchy,there is conflict between different regulations,some important regulations and rules are not included,etc.It is necessary to improve the regulations of shareholder voting mechanism under Chinese law with references to advanced legislation experiences and regulations in other countries and regions,including:legislative competence shall be defined for different legal hierarchy;balance of the rights and interests between different shareholders and between the shareholders and the corporation shall be recognized as the common value orientation of all regulations;shares with multiple voting rights,voting trust,Quorum of shareholder meeting and restriction on voting right of cross-shareholding shall be confirmed in the law;exercise of voting right by authorizing agent and using remote communication,and rules of removing voting right shall be improved;etc.