A Comparative Study On Shareholder Proposal System

The shareholder Proposal System is one of the most important ways to protect rights of minority shareholders and investors, and it plays a vital role in accelerating company democracy, corporate governance and contemporary corporate social responsibility. Whether in common-law or civil-law system, several Countries applied this system. In the hope of give some advices on perfecting the correlation legislation, this paper comparatively analyzes shareholder proposal systems between our country and aboard. There are five parts included in this paper as follows:The first part expatiates the emergence and basic theories of shareholder proposal system. Both the division and the fusion of the rights between property and management and the theory of company democracy are impetus to foster this system.In this part the writer also discusses the conception and function of this system. The second part mainly introduces the shareholder proposal system in the US. The shareholder proposal system in current American law is complete. After introducing the current law, This part analyzes two exception rules still with many arguments selectively. At last, this part studies the recent development of this system in America from the American jurisprudential field position.The third part mainly introduces the shareholder proposal system in Canadian law. Through the revision of Canada Business Corporations Act, this part the change of shareholder proposal system in Canada. Three selected disputed exception rules in Canada are also discussed. At last, this part takes some empirical researches on application and court decision of shareholder proposal system of Canadian.The fourth part mainly introduces German, French, Japanese and Taiwan's shareholder proposal system. All of these countries and regions have civil law tradition. Considering the similarity of legal culture, and Taiwan also just introduces this legal system, so the current situation of Taiwan's legislation and judicature of shareholder proposal system is presented in detail. The last part briefly sums up the developing tendency of shareholder proposal system at first. Combined with current situation of legislation and judicature of this system in our country, subsequently, the deficiency of Company Law on this system is emphatically analyzed. Aiming at the existing shortcomings, this paper at last offers some suggestions about improving shareholder proposal system in our country.