The Consideration On Establishing Proxy Solicitation In China

Proxy Solicitation is the action that a registrant sends the proxy cards which authorize him to carry out the voting rights on the shareholder meeting to some shareholders. And with the authority of shareholders, the registrant got the voting rights just to that specific shareholder meeting. The registrant usually has some specific intention, such as a shareholder who wants to take charge of the company's business operation, or the directorate who want to confirm present control status or ensure its proposal will pass and be effective as his willing.Proxy Solicitation originated in the US, and be established in majority developed countries such as German, Japan, and also in Taiwan. Since"jun-wan conflict"case came out in 1994, Proxy Solicitation cases continuously came out in the past twenty years in China. Among them,"Victory security conflict"and"solicitation against Baogang"had wide incidence. As the lack of abundant related rules of this region in Chinese legal system, lots of problems came out in the practice of market.Based on the situation mentioned above, the writer intended to take"The Consideration on Establishing Proxy Solicitation in China"as the subject, to take operation configuration of company as view point, to take comparative analyses and practical analyses as research methods, and to parse some points of Proxy Solicitation, in order to benefit the future legislation of Chinese Proxy Solicitation system.The whole paper included four chapters, and around thirty three thousand characters in total.The preface starts with a real proxy card of victory corp. in 2006, in order to pull out the impression of Proxy Solicitation.The first chapter is mainly about summarizing of Proxy Solicitation, including definition instruction, compares with similar definitions, characteristics, and so on. Furthermore, it also analyzed the theory foundation and jurisprudence causes of formation in regard to Proxy Solicitation. The voting rights of shareholders can be treated as the theory foundation, while the conflict between the decentralization of securities and the requirement of centralization of voting rights is the jurisprudence cause of the Proxy Solicitation.The second chapter is mainly talking about the need and possibility of the establishment of the Proxy Solicitation in China. This part focused the functions and positive values of Proxy Solicitation, and also pointed out its negative values together with corresponding methods, and the present problems in practice and legislation in China. Based on the issues above, the establishment of Proxy Solicitation is in need. And it's also possible to establish in present situation.The third chapter is mainly talking about the legislations of Proxy Solicitation in other developed countries and Taiwan. In order to make use for reference of these legislations, the writer made instructions and analyses for each one. The legislations of Proxy Solicitation are typical ones all over the world, and the US is the most perfect legislation among them. A good quantity of case-law and long-term justice practice made the Proxy Solicitation system of the US distinguished from other ones. This can be the blueprint of Chinese Proxy Solicitation system.The forth chapter is mainly about the design of the specific Proxy Solicitation system structure. This chapter has two parts, legislation direction and specific structure design. In the later part, the definition of solicitation, the qualification of registrant, the form and content of proxy card and proxy statement, the requirements and standards of information presentation in solicitation, the rights for shareholders to raise proposal, the forbidden solicitation with reward, the pay back system of solicitation expense, and so on. This part is the consideration and advise for the elements of Proxy Solicitation system here above.