Study On The Protection Of Small & Middle Shareholders' Rights

New corporate law was carried into execution in January 1st 2006. It takes the"balancing of interest" idea as one of it's principle, refers to the corporate regime ofU.S. and U.K., and pay more attention to the fights of Small&Middle Shareholders.Beacause different countries have defferent corporate governance systems,the exoticregime has a problem of localization. The shareholding structure in U.S. and U.K. aredispersive, and the issue of "insider control" is serious, so, in those countries, theeffectual supervision on the insider is one mayjor aim of the corporate governance.By contrast, due to the peculiar issues of highly concertrated shareholding structureand "one dominant shareholder" in our country, "how to supervise and restrict the bigshareholders become to be a important issue in the corporate governance of ourcountry. Cumulative voting regime in U.S. is faced to the predicament of beingabolished, but, in our country, it has a unique function of electing representatives ofthe Small&Middle Shareholders as directors or supervisers and restricting the bigshareholders. The article refers to the theory of jurisprudence, management, andsociology, use the technique of comparative analysis and practical analysis,researches issues of the protection to the interest of Small&Middle Shareholders andthe improvement of the cumulative voting regime in our country. The article takes thecorporate governance state of our country into account, refers to the advancedlegislative experiences of forgien countries, elaborate the material measures to thelocalization of the cumulative voting regime(covers the prepositive procedure, partiesapplicable, mode selection, etc.), and puts forward many pertinent suggestions to theimprovement of the cumulative voting regime in our country.