Cumulative Voting At Corporate Law

Originally, Cumulative voting system was invented for political election instead of for corporate. The wonderful idea came out of a report by Joseph Medill, owner-editor of the Chicago Tribune and later mayor of Chicago. In his report, Medill wrote that the adoption of three-member districts as opposed to one-member, "would do much towards abating the baneful spirit of partisan animosity and removing the temptations and opportunities which now exist for the corrupt use of money at elections... Cumulative voting system came into use since 1870 in Illinois, Medill's idea of cumulative voting was implied and indeed it helped the minority a lot, so it is perhaps ironic—or just an example of Medill's broad-mindedness—that his recommendation was partly aimed at helping southern democrats.The vote for cumulative voting drew worldwide interest. Soon this new election method was introduced to corporate director election, and welcomed by some states legislators, in the final, it was accepted by Model Business Corporate Act (MBCA) in 1950. and co-exist with Straight Voting as a system of voting by shareholders for directors election.Cumulative Voting System has been adopted as board election method by American for more than 100 years, even in Asia Japan, it also has been transplanted for more than half a century, however, it is a wholly new "thing" to our China, that means it needs to be further understood by us. In the year 2005, China revised Company Law, Cumulative Voting is written in the Code for the first time. According to Company Law of the People's Republic of China, which Adopted at the Fifth session of the Standing Committee of the Eighth National People's Congress on December 29, 1993, and revised on 2005, Article 106, Cumulative voting system may be used in shareholders meetings for the election of directors if the Corporate Article or shareholders' resolution on cumulative voting requires. For the reasons of lack practicing experiences and necessary obligations and related rules, how does it affect companies directors election to be tested.The developing history of Cumulative Voting tells that it may be helpful to minority shareholders but only theoretically. On the other hand, compare to Straight Voting, Cumulative Voting system is much more complicated, it can be analyzed in math's formula, and surely enough it even can be analyzed in Game theory. Under the latter, it does exist a balance between the voters - Nash Balance. Author wishes to give more clearly outlook and knowledge of Cumulative to his readers.The structure of this essay:-Preface:Generalize the theoretical and practical significance of this essay; the purpose and method of this essay and briefly introduce the Cumulative Voting.-Part One: the History of Cumulative VotingFirst, introduce Medill's Report of Cumulative Voting and the its developing history in America. Second, legal options: Mandatory Cumulative Voting and Permissive Cumulative Voting. Namely, a brief introduction of opt-in and opt-out. Third, related Article of Canadian's Business Code. Fourth, Cumulative Voting at Japanese Corporate Law and its procedural rules. And fifth, Taiwan region's code, Cumulative Voting and its improvement.-Part Two: Analyzing Cumulative Voting MechanismAdopt math formula analyzing the mechanism of Cumulative Voting. First, give an explanation of Cumulative Voting formula and pointed out its shortages and advantages. Then, provide resist ways to overcome the affects of Cumulative Voting under math's method. After then, a short discussion of cause and without cause of director re-movement.-Part Three: Cumulative Voting and Games TheoryUnder Games Theory, voters could be treated as players, different choice for different results, these facts matches the requirements of Games Theory perfectly. There is a balance between the Cumulative Voting voters. First, theory of Games and Cumulative Voting introduction. Second, shareholder's voting contract and limited cooperate games.-Part Four: Cumulative Voting in ChinaFirst, a discussion of the 1993 Company Law of China, for lack of Cumulative Voting articles and non-positive results. Second, a deep discussion of the new revised 2005 Company Law and the Article 106. Even the law defines Cumulative Voting for the first time, and Cumulative Voting allows small shareholders to have a better chance of electing directors. But its related rules need to be made. Third, critics on the wrong ways about Cumulative Voting using. Fourth, the combinations of directors and supervisor election. And at last, discussing legal releasing and tort settlement of Cumulative Voting rights infringement.The features of this dissertation:-Systematically introduction of Cumulative Voting history in different nations and regions.-Math and Games theory adopted in analyzing the mechanism of Cumulative Voting.-Website data widely accepted, Joseph Medill's report and Cumulative Voting. Anew story about the originally idea about cumulative voting, may be first mentioned in Chinese.