On The Perfection Of The Shareholder's Voting Right System Of China

Voting right of shareholder is one of the most important basic issues of company law. Famous American jurists of company law, Easterbrook and Fischel consider," If limited liability is the most distinct character of company law, voting right is the second distinct character." However, theorists of our country haven't valued it, and the legislation of company law puts little emphasis on it. This dissertation aims at the perfection of shareholder's voting-right system of China, by the agency of studying actual shareholder's voting-right system of China and overseas legislation experience, in the background of the promulgation of new company law.This dissertation is composed of four parts.In part I, this article illustrates the idea of voting right. The study begins from "separation of corporate ownership and management" theory and concludes the true significations of voting right. This part mainly introduces the concept and character of voting right, briefly describes the basic rules of voting-right's exertion of two legal families, and dissertates the value of voting right.In part II, the article begins from the basic principles of the voting right system," one share-one vote and capital-majority rule". Firstly, the article dissertates that the principles are of science and reason, that is, accord with the track of company development, the theory of balance of risk and benefit, the character of assets-joined and the character of stock equality. Secondly, one share-one vote and capital-majority rule are reviewed .This part concludes the limitation of one share-one vote and capital-majority rule and analyses the problems caused by the principles in China. Lastly, the article wants to seek various approaches to solving above problems, including the restriction of big shareholder's voting right, the perfection of cumulative voting, the introduction of category shareholder system to China and the establishment of voting right aviodance system in China .In part III, the dissertation begins from the conference system, analyses the deficiencies of traditional voting mode and proposes a new voting mode" network voting".This part also gives detailed elaboration on written unanimous approval which is established in new company law of China.In part IV, the perfection of voting mechanism is discussed in detail. Firstly, the article makes legislation suggestions about the proxy on the basis of studying the deficiencies of actual proxy system and its status quo in China. Secondly, the necessity...