Research On The Exceptional Exclusion System Of The Voting Rights Of Corporation

As one kind of company's laws, the purpose of establishing and running effectively the exceptional exclusion system of the voting rights of corporation lies in to be to controlling shareholder, related shareholder and related director from betraying company voting rights exercising rule improper act in the essence carry on the structure with appropriate system design, in order to correct unbalanced shareholder's interests relationship, realize company voting rights definitely equal to essence equal transformation from a formal one really, and by this with activating the system of the general shareholders meetings and the board of directors, making resolutions of the general shareholders meetings or the board of directors possess legal, just, reasonable and effective foundation of voting rights. From the concept and evolution of the exceptional exclusion system of the voting rights of corporation, it actually is exception betray of one percent stock equal to one percent voting rights, legionary capital deciding principles. However, it is different from the limitation system of the voting rights of corporation, it possesses the following legal characteristics: the particularity to apply principal part, the exception character of cause conditions, the compulsive character of rules restriction and the uncertain character of behavior effectiveness. As one means for controlling or affecting the management of company, the system has it's unique functions. The exceptional exclusion system of the voting rights of shareholders and the exceptional exclusion system of the voting rights of corporation director are the two basic situations of the above system. Because of different system designing purposes, they have their own adaptable range and value tropism. They are the important taches of lawmaking about voting rights of corporation. In order to make the exceptional exclusion system of the voting rights of corporation run availably, the system ought to have legal running, proper motion running, and many other operating mechanisms. Furthermore, the startup procedure of system, the cognizance and disposing procedure and the resolving procedure of disputing ought to be designed logically so that they can ensure legal effectiveness of exception debarring actions. Otherwise, the system will have flaws. Once the system has flaws in the implementing process, we can rectify them with"invalid"and"recallable"systems. This system should be used for reference and transplanted by Chinese corporation law. It not only can resolve the implementing flaws of voting rights of corporation but also promote the marketing operating of...