Excluding The Voting Right Of Shareholder

The voting right is originally entrusted to shareholder to realize his right in the company. From this point of view, the shareholder's voting right can be used freely. The shareholder can decide whether to use his right and how to use it. In nowadays, many companies set up the shareholder's meeting system, therefore, the exercise of the voting right may be involved in meddling or controlling other shareholders'rights. In some special circumstance, the eliminating of interested shareholder's voting right reflects the fair essence of the modern laws. The basic function of eliminating the shareholder's voting right is to prevent the majority shareholder from abusing their controlling rights and doing harm to other shareholders and the company. The legislation of the eliminating of shareholder's voting right in our company law is very rough, so it is hard for the company to obey in practice. This dissertation is based on the regulating of the majority shareholder, and studies how to exercise and improve the eliminating of shareholder's voting right.At first, this article illustrates the idea and the rationale of eliminating the shareholder'voting right, and compares this concept to the similar concepts in order to give an explicit scope for the following expositing. Then the author tells the reason why the interested shareholder's voting right should be excluded, and illustrates the rationale from two different ways. Chapter 2 mainly studies the exercise standards of this system. It is irrigated from subject standards to object standards. The author wants to provide a certain angle to illuminate that the legislation of this system in our company law is very narrow, and need to be supplemented in many aspects.Chapter 3 is also one of key parts of this article, the author attempts to solve a practical problem through the research, that is how to regulate the majority shareholder's behavior. This part firstly illustrates the basis and the necessity of excluding the voting right of the majority shareholder, then analyze that we should exclude the majority shareholder's voting rights in many other facets, such as voting the independent director, target company's anti-takeover, connected transaction and so on. From this point, the company can prevent the majority shareholder abusing his right, and to protect the benefits of the minority shareholder and the company.This article also analyze the present legislation of our company law, and point out the merits and the deficiencies of the legislation about this system; meanwhile, the author also observes the correlate legislation in foreign countries, and figures out how to learn the foreign experience to consummate our legislation.After the studies of above chapters, this article comes to how to consummate the legislation of our company law. It should be improved in the following three aspects: first, the guiding ideology of this system should be focused on regulating the majority shareholder. Second, the scope of the application should be expanded. Third, the litigation system should be improved in preventing the shareholder disobey the eliminating rules.