Study On The System Of The Proxy Of The Shareholder' Voting Rights

Proxy is the system that based on the true meaning the shareholders who own the rights to vote commissioned others to vote by their name. Proxy is the result combined by the voting rights and the agent system. On one hand, it is different from the voting rights, because not everything should be done by the shareholders themselves, one the other hand, for it has two forms (active commission and passive commission), and it is different from the agent system, so we should distinguish it from the voting rights and the agent system. The proxy has two rights, one hand it can expansion the individual capacity of the shareholders, one the other hand it can help the minority shareholders to govern the company. Spontaneous market practice also calls on the proxy, so it is necessary to normative the proxy system. One the arrangements of the system, we should concern on the efficient, the fair, the democracy, and we should run this spirit throughout the legislative process from the beginning to the end. This article is divided into five parts. The first part is a fundamental of shareholder voting rights. After analysis the concept of the proxy deeply, we could see the characteristics of the proxy:changes of the commission forms; the main beneficiary is different; it whether need other laws or relevant provisions is different. At the same time we discussed the difference between the proxy and the voting trust:the relationship is different between the parties; It whether can withdraw the permission independently is different; the name to exercise of proxy is different; the existence of the time is different in law; the permissions are different between the two. The second part of this article is about necessary of the existence of the proxy, and then point out that one the arrangements of the system, we should concern on the efficient, the fair, the democracy. It is precisely because the proxy is different from the general agency system, so in the third, the fourth and the fifth part, according to the different states of agent, we discussed in two lines to arrange the establishment of the proxy, the effectiveness of the exercise of the proxy, and the civil liability when violate the agency system of the proxy. And in the establishment of general voting right proxy, we discussed the qualifications and the number of agents, the power of attorney granted or revoked, the effectiveness of the exercise of the general voting right proxy and the liability, in this cases the civil law are applicable. In order to protect the benefits of principal better, more strict rules should be made. In the arrangement of the proxy solicitation, the article discussed the main body, the definition of behavior, the disclosure of information. And about the effectiveness of the proxy solicitation, it main discussed the effects of the shareholders general assembly resolutions for the behavior and the revocability for the grant. In the last part of the article, it analysis the liability for violate the prohibition of certain solicitations, and the liability of false and misleading statements, at the same time it point out the several situations for the exemptions.