The Research Of Voting Rights In Publicly Held Corporation

Voting rights are not only the important content of the shareholders common interest , but also the major component of the mechanism of the shareholders meeting. On one hand, the individual shareholder 's interests are guaranteed by exercising his/her voting rights at the shareholder meeting, whereas, on the other hand voting rights play a critical role in company decision making process and creating an independent legal entity through the decision making procedure and principles. The science of democratic decision-making and the integrity of the power of capital under the majority voting policy are ensured by the voting rights. Moreover, because the voting rights have impact on the organizational structure and can monitor the company's operation, setting up the voting policies is closely related to the establishment of sound corporate governance for the companies whose ownership is separated from management.From law making's perspective, the voting rights are closely related to the protection of shareholders rights yet the exercise of the voting rights should be coordinated with the relevant policies of the shareholder meeting. Therefore two factors should be taken into account in the establishment of the voting rights: one is the fundamental and substantial protection of individual shareholder's voting rights, the other is procedural and systematic protection of the exercise of the voting rights. Such important forces as economic development, political requirements fordemocracy and equity and specific business environments in different countries are the underlying forces behind the laws which also call for attention. This is because they determine the reasonableness and effectiveness of the laws. In light of these reasons, this article has elaborated on the basic theories and systems of the voting rights. Meanwhile such research methods as the comparative research, cross-discipline research and positive study are employed in analyzing the different laws in different countries and their values to us. To cope with the lack of the similar laws in China and our own specific social and economic environments, this article also put up good proposal and discuss such frontline issues as the validity of the voting rights, classes of shares with different voting rights, the restriction of the voting rights, the exercise of the voting rights of classified shareholders, the theoretical foundation for the protection of minority shareholders, cumulative voting and Solicitation of proxies.Apart from summary and conclusion, this article is mainly comprised of the following four components:1. The creation of the entity of shareholder voting rights from the perspective of shareholder "rights bouquet" should be the precondition to be studied. " The Research of Basic Theories of Voting Rights" , the second part of this article, studies the establishment of basic frame for voting rights system from the perspective of the meaning , nature, classification, contents, the subject and forming of the voting rights. It also attempts to solve the following issues: A. To clarify the basic concepts like the different legal implications, nature, effects and values among the voting rights, the exercise of voting rights and shareholder meeting. B. To face the challenges to the voting rights policy brought by securitization of rights, increased types of shares and diversification of capital, especially the increasing complexity of shareholder rights caused by the changes in social and economic environments as well as the commercial purposes so that the economic and social functions of the voting rights are further enhanced. C. To compare the different laws and regulations hi different countries, these laws' specific backgrounds are combined to allow us to learn the valuable lessons for the establishment of the voting rightssystem in China.2. The exercise of the voting rights is one part of the shareholder meeting's mechanism and will affect the relationships and balances among different interest groups in one organizati...