A Dicussion On The Voting Right Of Stockholders

In the modern company's legal system, the centre position of the shareholders' meeting is replaced by the board of directors gradually, the power of the shareholders' meeting shrinks and becomes a mere formality day by day. However, the shareholders' meeting is still paid attention to a great deal of fields of the company law, particularly in protecting medium and small stockholder's equity and company's interests. A series of juristic acts of the shareholders' meeting are taking enforcement on the basis of the stockholders'voting right. The voting right of stockholders is the important means and tool that shareholder's right realizes and protects, it is the shareholder's most basic right. How to improve the system of voting right of stockholders, raise the shareholder's right consciousness , strengthen the vigor of the shareholders' meeting, balance the interests between big shareholder and minority stock holder, maintain interests of company, these are problems confronting our country and even countries all over the world. I proceed from such basic theories as the concept , nature , characteristic of the voting right of stockholders ,etc., have explained way , principle , effect and right guarantee and content of limiting etc, in which the voting right of stockholders exercises in detail, and has carried on the discussion to that how to improve the system of voting right of stockholders of our country in terms of company's corporate governance structure. The full text is divided into four chapters altogether: Chapter one: Summary of the voting right of stockholders. Such basic contents as this seal of concept , characteristic , legal nature to the voting right of stockholders, etc have been described. Through analysing , I think: The voting right of stockholders, like stock right, is a kind of independent civil right, but have particularity. The voting right of stockholders is the combination of purpose right and means right, legal , belong to one kind of inherent right . Chapter two: Enforcement of the voting right of stockholders. This chapter is divided into four mainly. Section one explain enforcement range of voting right of stockholders, including company's important personnel power and important management affairs to make decision mainly. Section two described the enforcement principle of the voting right of stockholders, I summarize it as three: the first is one right principle, capital superior principle , exercise the principle collectively. Section three is a focal point of this text, which described in details on the enforcement way of the voting right of stockholders emphatically, is it make to vote accumulating especially , right to vote is it make to act as agent , right to vote trust ,etc. Section four raised a discussion through analyzing on the legal effect of flaw resolve of the general meeting and the shareholders'consent behavior in writing, effect problem exercised to the voting right of stockholders has been studied. Chapter three: Guarantee and restriction of the voting right of stockholders. According to basic goal of what the right exercises , the guarantee and restriction of the voting right of stockholders are two respects of a question, all for protecting the stockholder's equity and safeguarding company's interests. To the guarantee question of the voting right of stockholders, I think the main effective construction including two respects of the enhancement of shareholder's right consciousness and concrete system and execution; And the restrictions on voting right of stockholders, I have explained mainly from restriction on two aspects of majority voting right of stockholders and protecting the interests of minority stock holder, also for protecting company. Chapter four: Completion of the system of voting right of stockholders of our country. In this chapter, the author combines China's present reality in term of strengthening company's corporate governance structure, have done the brief discussion to the completion and development of the system of voting right of stockholders of our country.