The Research On Listed Companies' Proxy Solicitation System In The USA

The system of proxy solicitation is an important means of an important company governance which has been established in many other countries and district such as America, Japan, Germany and Taiwan. Early in the 21st century, proxy solicitation has been practiced spontaneously in china, but there hasn't been any nationwide legislation. An important reason why legislation lag practice is we don't know the system of proxy solicitations very well, so the dissertation will give some suggestions for legislation of our country by introducing successful experience of other countries' legislation and practice and comparing our country's market environment and legal system with the other countries', Considering the limitation of word count and the depth of study the dissertation won't involve this system of all the countries, but will focus on studying the system of America where proxy solicitations are applied most frequently and legislation is most sophisticated.Besides the preface and the conclusion, the dissertation is divided into five parts.Part one firstly introduces the concept and function of proxy solicitation, it point out although proxy solicitation has an important effect on company governance, it's dangerous if the system is abused, so it must be supervise by legislation. Then the article introduces legal system of American proxy solicitation, variance of the legal system and its theory basic.Part two introduces definition of proxy solicitation, i.e. which kinds of communication belongs to proxy solicitation. With the development of proxy solicitation and revisal of "Proxy Rule", the definition from expanded to contracted, which is a result of adjustment by SEC which adjusts regulation in order to ensure the proxy solicitation effective.Part three introduces the key two systems of proxy solicitation: the information disclosure system and anti-fraud litigation. The former one includes the procedure and range of information disclosure, and comments on the dispute of Americans on regulating standards of information disclosure. The later one analyzes the three key factors of anti-fraud litigation: materiality standard, causality standard, subjective fault standard.Part four introduces two other systems of proxy solicitation: shareholder proposal and cost reimbursement of proxy solicitation. The former one firstly analyzes the value of incorporated in proxy solicitation, and then introduce the procedure regulation of shareholder proposal and the proposal' exclusive regulation. The later one analyzes how the cost will be reimbursed respectively started by directorate or opponent shareholders.Part five firstly introduces spontaneous practice and its shortage of our country's proxy solicitation, and then introduces some suggestions on our country's legislation basing on analyzing the shortage of our country's law system.