Research On Cumulative Voting Of Corporation

As the legal foundation of modem economic system, corporate law plays an important role in the whole legal system.-As all know, Chinese corporate law has made great achievement since it was issued for enforcement 10 years ago. Due to the serious problems such as one share is too large during the state enterprises are reformed into corporations as well as country's juridical person management structure of the corporation is not regular and has many problems, the most serious case among which is that the large shareholders manipulate the board and infringe upon the rights of middle and small shareholders. Due to the external and subsequent characters, traditional supervisory system and director duty investigation system are difficult to practically protect middle and small shareholder's rights. It is the best policy to set up a prevention in advance system. While cumulative voting system came into being in the age that large shareholders infringed wantonly middle and small ones. On the base of fair and equal principle of law, the aim of this system is to increase effectively the possibility that middle and small shareholders elect their own benefit speakers into board as well as balance large shareholders to protect middle and small ones. It accords with the demands of corporate governance structure reform. It is also worthy of studying and transplanting into our country's corporate law system.62The thesis first introduces the concept character pattern and some other basic situation of cumulative voting system. It elaborates the history development, analyses the legal value of the system, points out the essence of the system is the modification of the legal fair spirit in the highest economic efficiency spirit. It also discusses the advantages and disadvantages of the system and its necessity. The thesis makes an accurate quantity analysis with mathematic mold, which makes the perceptual knowledge ascend to rational knowledge. It analyses the factors that prevents the system from developing in many aspects. It makes a comment on our country's corporation practice especially state enterprises corporation reform , demonstrates that the system accords with the demands of corporation reform and has bright prospects. In the end the thesis puts forward some viewpoints and tentative plans on setting up cumulative voting system in China.Owing to this system originates from America and European countries, it has much controversy since it came into being; in addition to the subject is blank in Chinese legislation, the author lacks theory guidance during the writing; hence the author puts forward many his own viewpoints and thoughts on some disputed unsettled problems on the base of hard consultation. In the third chapter the author introduces mathematic mold to explain the problem, tries to innovate the usual practices that emphasis on perceptual discussion and neglect of rational analysis, and makes a try in analyzing and elaborating legal issues, In chapter five, the author explains some content and necessity of another new system - shareholders conferences network voting system, it also discusses on thedevelopment of the future legal system. In all, the author puts forward his own viewpoints and suggestion, making efforts to focus on the academic innovative value.