Study On The Proxy Solicitation System

This article in the introduction on the proxy solicitation system's origin, in the concept foundation, has carried on the judgment to this system's value. Elaborated in detail American, German, the Japanese proxy solicitation system's basic content, subsequently through to this system in the three-country operation condition's comparative analysis, obtains the stockholder's rights structure the dispersion is the proxy solicitation system display positive role prerequisite, and elaborated to be listed which in our country stock market appears to this system's spontaneous practice is also under our country stockholder's rights structure decentralization tendency reflection, explained our country uses proxy solicitation system the effective tool which governs as the company possibly to become. Finally analyzes our country to vote the question which in the proxy solicitation system legislation's insufficiency and the practice exists, emphasized this system the necessity which establishes as soon as possible in our country, unifies our country national condition, proxy solicitation system's establishment to our country to put forward the legislative proposal.The effective tool which governs as the modern company, the proxy solicitation system is along with the modern company's development, the stockholder's rights disperses day by day has and finally obtains the approval. Along with the modern company system and the stock market's unceasing development, the joint-stock company scale is more and more big, the company capital's socialized degree enhances day by day, the stockholder's rights also more and more disperse. Stockholder's rights day by day dispersion, on the one hand causes to obtain owns the stock ratio which the company domination requests to be getting more and more low; On the other hand, also causes the scattered shareholder's influence which occupies the company shareholder overwhelming majority getting smaller. The young shareholder considered stemming from own benefit that, mostly is negligent to attends the general meeting of shareholders to exercise the voting right, causes company's property rights and the right of management separates day by day. The shareholder negativism affected the voting right to govern and so on the function realizations directly in the optimized company. How to condense assumes the dispersed state the shareholder right, the reassignment general shareholders participates in the enthusiasm which the company governs, the promotion company decision-making democratization, the perfect company governs the structure, this a series of questions' existence has urged the proxy solicitation system's production and displays it the positive role which governs in the modern company. But the proxy solicitation system advantages all save, make good use, then may become the sharp weapon which the company governs, becomes in the protection the young shareholder's right important way; Otherwise possibly degenerates into collection cheat shareholders and so on corporate management level, out of office shareholder, seeks to obtain profit, harms the shareholder and the company benefit tool. Therefore, the majority company system perfect developed country all has the corresponding content in the legislation to carry on the standard to the proxy solicitation system.Proxy solicitation system's stipulation in various countries, although basic content more or less the same, but because the different national condition has the different concrete rule. Generally speaking, US's proxy solicitation rule relatively strict, Germany presents one kind of more loose free supervision pattern, the Japanese proxy solicitation rule is affected US but as a whole must compared to American proxy solicitation rule loose somewhat. But the actual effect is: The American proxy solicitation system plays its positive role fully, becomes the shareholder to supervise the effective weapon which, the influence company governs; Germany's shareholder positivism and does not have the US to be so popular; Japan's company shareholders participate in the company governing also present the negativism condition. From three countries' proxy solicitation regular and in actual effect relations, may see, the strict proxy solicitation rule causes the shareholder negativism not inevitably, the loose proxy solicitation rule also not inevitably has the shareholder positivism. How crucial factor the proxy solicitation system design decides its actual effect, but the stockholder's rights structure and so on the non- system factor played the extremely vital role in the influence proxy solicitation system's role display. In each kind of factor, the stockholder's rights structure has the decisive influence to the proxy solicitation system's actual effect. The American proxy solicitation rule is extremely strict, but the stockholder's rights structure decentralizes highly, caused US's proxy solicitation mechanism to have the display function suitable soil, also has had the positive influence to the US stock market 's development, in reality has produced the anticipated results. On the contrary, the German-Japanese proxy solicitation rule is relatively loose, but the stockholder's rights structure relative centralism, the minority shareholder has the massive stocks, considered stemming from the benefit, these shareholders often have with the management cooperation benefit actuation, the objection shareholder are obtain with difficulty sufficiently affect the stock support which the company governs, the proxy solicitation system in German, the date display's function is small. Thus it can be seen, decided that a country proxy solicitation system effect the basic essential factor, lies in this country's the stockholder's rights structure. The American proxy solicitation rule is extremely rich the practical significance, benefits in its model dispersion-like stockholder's rights structure, but under stockholder's rights high degree of concentration condition, even if the loose proxy solicitation rule does not have the practical significance, the stockholder's rights relative dispersion is the proxy solicitation rule display function premise. Our country not yet establishes the unification complete proxy solicitation system at present, but recent years, along with stock market's unceasing development, because the various factor like organization investor's unceasing growth and so on the influence, to be listed stockholder's rights structure has changed quietly, the stockholder's rights decentralization tendency is appearing. Recent year our country to be listed in legislation basic blank situation, in the company governs utilizes this system's case to occur is under our country stockholder's rights decentralization tendency market spontaneity reflection repeatedly. This also further explained that the stockholder's rights structure decentralization is the suitable system environment which the proxy solicitation system needs. Our country had has consummated to be listed management structure using the proxy solicitation system the possibility.At present our country is quite limited about the proxy solicitation aspect's legislation, the only stipulation concise quality is also strong, the feasibility is bad. The legislation supplies' insufficiency, in cause practice's many major issues have not been solved, for example collection information disclosure, paid collection validity, false statement and misleading statement question and so on legal liability. The proxy solicitation practices and reflected the low efficiency causes this system the request which establishes in our country and consummates to be very essential and urgent. In light of this, profits from other national or the local legislation experience, unifies our country's actual national condition, the author puts forward some legislative proposal on the proxy solicitation system's legislative pattern and the basic content. In the legislative pattern, will divide the proxy solicitation legislation into two levels: The first level carries on the authorization standard in the superior step law, acknowledges this system explicitly; The second level in lower position step law concrete refinement. In the basic content, puts forward the legislative proposal to the proxy solicitation system's ten aspects' questions. To collects the behavior the limits, collects person's main body qualifications, the information disclosed, aspects and so on legal liability carry on the elaboration.