Researches On The System Of The Proxy Of Shareholder' Voting Rights

Company share rights is the cornerstone of rights basing on modern corporate capital democracy and is power source of the internal governance structures of modern corporate. Companies are often controlled by large shareholders, while the rights of small shareholders are often violated in the case of small and scattered share rights. Anyway, the exercise of the share rights is not only necessary but essential in order to maintain the company to operate smoothly in the market as an independent legal person. Big shareholders may personally exercise share rights and can also authorize to others; Small shareholders can not only take the initiative to authorize the exercise of their rights to others, their rights can but also make their shareholders solicited. Therefore, the exercise of proxy of voting rights of the shareholders takes the place of"blood transfusion"in the course of the corporate governance process, which can ensure the effective operation of the company balance of the shareholders'rights and profits from time to time. The system of exercise of the proxy of the shareholders'voting rights plays its powerful combined function of"power of controlling"in the 1980s'global corporate-takeover war. After its introduction into China late in the 1990s, this system injected a new vitality to the perfection of our corporate governance structure and the improvement of state-owned enterprises'Corporatizational restructure. However, practice shows that the system is broad-based in the legislation and has no strong operability, and for"the phenomenon of one stock dominance"of China's state-owned company share rights, the system of exercise of the proxy of the shareholders'voting rights doesn't play a complete role.Using the basic theoretical law knowledge of law historiography and comparative jurisprudence to analyze and research the real example of the state of development , basic conception , characteristic , legal relationship and legal type of the proxy of shareholders'voting rights, we can find that the system of the proxy of shareholders'voting rights is a civil and commercial system of proxy which regards making company's stock rights exercise smoothly as a starting point and regards ensuring middle and small shareholders'basic rights and interests as basic goal. It has the system function and system value of maintaining the reality of shareholders'share rights, improving company efficiency, protecting company legitimate rights and interests, reflecting shareholders'will to the greatest extent.