The Mechanism And Outlet Of The Medium-Small Investors' Rights Of Participation In Our Country

Small and medium investors are important subjects in the stock market, However, who are also vulnerable groups. On one hand, based on the"Managerial Revolution"in "Berle-Means thesis", Managers will always put their own interests above the interests of the company naturally in the business management process of company affairs. Therefore, the agency costs and monitoring costs are bound to exist in the process of monitoring of managers. On the other hand, due to the dispersion of the main body, the lack of professional knowledge, speculative orientation, Herding and information inferior position, minority shareholders will normally adopt a rational apathy doctrine; With the "free rider" psychological and "vote with their feet" and low-cost exit and accessibility, a combination of many factors led to the result that the participation right of minority shareholders is not taken seriously and inconvenience involved in the exercise. In recent years, with the increase in the number of institutional investors and the expansion of their fund, Scholars impose their hope to protect the participation rights of small and medium investors on institutional investors by their collective action and community. However, on the one hand,China's institutional investors are more concerned with economic interests on the fiduciary obligations of its members than management and control of the company. Meanwhile, the size of China's institutional investors have not yet been strong enough to rule out the possibility of the application of the "Wall Street-style choice". They still can have a free transfer and exit. Therefore, China's institutional investors performance as passive investors,they soldom make recommendations or views to the company's managers or board of directors and shareholders. Sometimes they are even the natural allies of managers. So, small investors are still isolated and helpless.However, the participation rights are inherent and inalienable rights to small and medium investors,are co-benefit right and superintendence based on investment. They are essential to safeguard the interests of small investors and to maintain prosperity and stability of the securities market. Therefore, this article will analyse the participation right and realize the real protection of small investors based on the study of comparative methods and types of methods.To further demonstrate these ideas, this article is divided into five parts. In the first part, the author summarized research from the comparative perspective of science and defined the concept of the right to participate: it refers to that, in the theoretical framework of the Separation of ownership and management, the investors enjoy the comprehensive rights involved in the construction of the company organization and management of the significant operational issues. From idealistic perspective,participation rights of shareholders are inherent rights , co-benefit right and superintendence and comprehensive right. participation rights are of great significance to the expansion and the depth development of the securities market, improvement of corporate governance, Internal balances and sustainable development of China's capital market.In the second part, the author mainly confirm the specific rights of participation rights from the reasonable restrictions In order to achieve the balance between the efficient operation of the company and shareholders'rights to participate.The premise of the exercising the participation right is that the investors must maintain the separation of ownership and management and the independent legal personality; they must take into account the balance of equity and efficiency as principles;participation rights are required to improve corporate governance as value orientation; Finally, on the procedurals of right to participate,shareholders are able to obtain the notice and timely,factual and comprehensive information,at the same time ,they can have the specific operational details.In the third part, the author search and appraise the legislative provisions and judicial practices of the participation rights of the small investors.the author clasified the participation rights logically.The first type is the right to participate in organization and management,which provides the principle of appointment and removal of directors and supervisors, cumulative voting and disclosure of candidates'information;the second type is investor'participation right on major issues,which provides the right to request to convene general meeting of shareholders, proposal rights, voting rights and right to address questions.In the fourth part ,the author Sort out the system dilemma of the exercise of the right of investors to participate. First, the authors sort out the legal bottlenecks which the right to participate to face to,analyzed from the perspective of legal norms; right to participate is always regulated in departmental rules and regulations of low rank, the absence of universality class voting system, the lack of detailed requirements of voting Collection system, etc; Secondly, the author gave a deconstruction of the obstacles in the right of investors to participate from the empirical analysis:Shareholders negativism, universal psychology of free-rider, rational apathy, limited channels of participation and substantive inefficient ,etc;The fifth part is the main part of this article, author list recommendations for the exercise of the right. First of all, we should establish the general category voting mechanism; At the same time we shoule expand the "major issues" in the range on the specific content of voting mechanism; Lower shareholders of the shareholders'right of the meeting and right to address questions and provide alternative mitigation measure; regulate the content of the exercise of the proposal right,provide appropriate specifications for the content of the proposal, exclude the proposal with violation of peremptory norms and false statements, broaden the ways and means to vote, Including improve network voting rights and the proxy voting system; Improve the collection of voting right,regulate information disclosure in the collection of voting right; Strengthen supervision; Call for distinction in treatment of collection by managers and by shareholders. Attentions should be focused on cultivating Investors'awareness of long-term investment.