The Research On Shareholder's Voting Right In Joint Stock Limited Company

Join Stock Limited Company, as an essential form of modern business organization, assumes more social functions to develop economy, provide employment opportunity, improve living standard and keep in order comparing with limited liability company, therefore, this article starts its research with referring to the shareholder's voting right in joint stock limited company and represents as shareholder's voting right in the full text. Voting right is one of most important shareholder's public beneficial rights, by which shareholder can not only show his personal concern about the company and exercise his proprietorship as an investor to the company by the independent representation out of the resolution of annual general meeting, but also necessarily control and manage the company, and improve the governance to the company.This article is divided into 3 parts: introduction, body and conclusion, and the body are composed of 5 chapters as follows:Chapter 1: General introduction of shareholder's voting right. This chapter, made of two sections, mainly introduces some relative corporate theories about shareholder's right and voting right. Section 1 introduces the concept and content of shareholder's right, paving the way for exploring in the shareholder's voting right system. Section 2 expatiates upon the concept, characteristics and classification of shareholder's voting right, and further analyzes the function of shareholder's voting right from law, economics and management.Chapter 2: Principles of shareholder's voting right and its amendment. This part of two sections, an extension to the corporate theory of Chapter 1, explains in details the two basic principles of shareholder's voting right, one-share-one-vote principle and capital-majority principle, and analyzes the necessity of amendment to the principles. Grounding on comparing with and borrowing from the regulations of foreign country, this chapter proposes some legislative advice and certain system designs, for example, making the amendment to one-share-one-vote principle by non-voting right shares, multi-voting right shares, zero shares and limitation of shareholder's voting right, the amendment to capital-majority principle by elimination of voting right system and cumulative voting system, of which, in particular, it also talks out the system of the limitation of shareholder's voting right, elimination of shareholder's voting right and cumulative voting right, and compares and analyzes the legislative change between before and after the amendment to Corporate Law for the full effect of the system hereinbefore.Chapter 3: Mechanism of the realization of shareholder's voting right. This chapter, including four sections, analyzes the characteristics, realization approach and procedural requirement at the point of view of dynamic process from exercising shareholder's voting right to the realization of it. Section 1 compares the characteristics and advantages of straight voting system with cumulative voting system, and expatiate the relationship between the choice of voting mode and the realization of shareholder's voting right. Section 2 mainly discusses the approach to realization of shareholder's voting right, of which shareholder usually can exercise voting right by himself, agent, written words and internet to protect their own rights. Because the resolution of annual general meeting results from the realization of shareholder's voting right, Section 3 focuses on the regulation on the procedure of summon and resolution of annul general meeting and proposes some regulatory measures to ensure the realization of shareholder's voting right. Section 4 analyzes the passive conflict and active conflict existing in the realization of shareholder's voting right and also provides countermeasures to ensure the ultimate realization of it with respect to the conflicts.Chapter 4: Mechanism of the remedy to shareholder's voting right. This part, based on legislative and judicial practices, is composed of three sections, the theoretical basis for remedial mechanism, class of liability and appropriate remedial measures, and probes into the necessity of establishing remedial mechanism to shareholder's voting right and further raises legal and non-legal remedy, among which Section 3 laid emphasis on the system of legal liquidation, share repurchase, direct action and representative action etc. making sense for the establishment and perfection of the remedial mechanism of shareholder's voting right.Chapter 5: Theoretical consideration and proposal for legislation on perfecting shareholder's voting right system. This chapter, with four sections, is devote to current shareholder's voting right system after amendment to Corporate Law, and also gives a broad perspective to the perfection of legislative framework; enhancement of protecting minor shareholder's voting right and establishment of new diversified remedial mechanism on shareholder's voting right. Meanwhile, combining with the legislative and judicial practice in our country, this part aims at the inadequacies and problems in corporate legislation and raises some pertinent measures and proposals.