Comparison Study On The Legal System Of Proxy Solicitations

With modern joint-stock companies have been expanding the distribution of shares more dispersed shareholders. In consideration of the cost of attending the shareholders meeting may exceed the resulting benefits, many small shareholders lazy to participate in the exercise of voting rights of shareholders, the shareholders of the resulting negative factors directly affect the voting rights on the protection of shareholders will be held smoothly and Optimizing the role of corporate governance to achieve even the direct and indirect damage to the legitimate rights and interests of small shareholders. Proxy-based collection system is designed to resolve the contradictions arising from a system. Small shareholders in the company often against the interests of today, of the Proxy if reasonable collection system design and full application of the protection of shareholder rights and interests will further its corporate governance in the optimized, standardized corporate behavior, improve the company benefits play a key role. Proxy solicitation legislative norms are blind spots in our country, in addition to China's company law provisions which are general, other laws and regulations have no provisions. Practice shows that the system of legislation in our country is rough outline style, maneuverability is not strong, to vote the proxy solicitation system function in our play was not sufficient. The development of the practice are asking us as soon as possible to develop workable legal rules to regulate the behavior of voting the proxy solicitation.Proxy solicitation as the most frequent activities, the United States established a very effective and comprehensive regulation of the Proxy solicitation of legal system. Therefore, the U.S. law-related proxy solicitation of the various interests of the balance mechanism for detailed analysis, to explore the essence, and the Chinese listed company's shareholders to vote the proxy solicitation related problems of legal regulation Legislative Design for solving the main task of this article.In this paper, using the comparative method in the analysis of the construction of the Proxy on the basis of the feasibility of collecting system, the main draw on the United States and Germany, Japan and Taiwan of China legislation on the Proxy Solicitation our legal system analysis and appraisal and preliminary design. This paper is divided into three parts:The first part of the legal system of voting the proxy solicitation analysis of the basic theory. The part of the vote in the proxy solicitation from the origin of the legal system and the basic concept for the development of the system, characteristics, types of legal relations and the empirical analysis of the law, compared with the voting trust, written voting system, the similarities and differences, analysis Proxy Solicitation legal basis for the legal system and basic functions.The second part is an important part of this article, through the United States and other countries, Di Qu Proxy Falv the system of the collection, drawn on the system's main collection agency, collection and legal responsibility for acts such as the three areas of research Jie Guo. Including the scope of the specific collection of people, paid the legality of collecting, collecting cost burden, the number of voting rights issue of collection, disclosure issues, civil liability for false information disclosure and other important issues.The third part is yes based on the part of the study, in our country's Jingjihuanjing, analysis of our Proxy Solicitation Zhi Du Quan failed to Chongfen development reasons, China's relevant Lifa status and inadequate, and our country's voting system of proxy solicitation guiding principles and specific provisions of legislation such as the preliminary design.