The Research On Shareholder's Voting Right In Joint Stock Limited Company

As the main way with which the shareholders use the right of the modern Limited Company, the voting power being better is very important for protecting the stockholder's right, particularly the minority shareholder's right. The article is on the base of unifying the theory and the practice of the corporation law in our country and the legislates to the overseas company, making some discussions of the nature and the function of the shareholder's voting right, the limit of the voting right, the exercising way of the voting right, as well as the mechanism which our country shareholder'voting right.In the first part, this article has outlined the nature and the function of shareholder's voting right. First, seeing from the nature of shareholder's voting power, the stockholder's rights are the premise which the foundation the shareholder's voting power produces. There is not the corresponding shareholder's power, also not the corresponding voting power. The nature of stockholder's rights can decide the shareholder's voting power. To discuss and study the shareholder's voting power, we must clarify the nature of stockholder's rights first. Next, the shareholder's voting power is a kind of independent power, power of altogether benefits, a firm power, simultaneously is also a special civil right. In the function, as a result of the separation of company property rights and the company right of management, the company's structure appears two different legal relationships. First is the external relationship between shareholders and the corporate administer. Administer is controlling company's decision-making power of management, but the shareholder is supervising the daily operating decisions of administer. Next is the internal relation between the shareholders. Relations between shareholders mainly stems from the different advocate for benefit and the different legal status which forms on base of investing. This article summarizes function of shareholder's voting power specifically.The second part of article mainly discusses the principle and the restriction of which shareholder's voting power launches. It is not absolute that one share represents only one vote. To prevent that strong stock holders who have the many shares operate shareholder meeting's vote and suppresses the minority shareholder, some country's law of corporation stipulated that the company can limit according to the regulation, which make some exception situation for the principle that one share represents only one vote in the certain circumstances. This principle is the basic principle of shareholder exercising the voting power. But to satisfy the different diversification demand of investors, and improve company's management structure, the law establishes different stock for exercising the voting power, mainly included the non-vote stock and the multiple voting power stocks. The capital-decide principle is certainly refer to the general meeting of shareholders make the resolution according most stock shareholders'meanings. This is the fundamental principle of general meeting of shareholders movement. There also exists disputed certainly on capital- decide principle in academic. It is mainly because that it make it easy for the major stockholder to control the company. Therefore, it causes the materially unfair the stockholder's rights. A voting power principle is the basic principle which the shareholder's voting power exercises, but the stock free flow can produce the company to have between oneself stock, the company to own stocks and so on phenomena mutually, if defends stubbornly a voting power principle, will then violate this principle to initiate the equal objective, will have the unfair phenomenon. Therefore the author makes some restriction on this kind of stock voting power.This third part of this article mainly discusses exercising way which aimed at the shareholder's voting power. In order to facilitate the shareholder to exercise the voting power and to protect the minority shareholder benefit, the voting power may exercise in many kinds of ways. Although the voting power exercises is only a kind of form, but it load the value of exercising to the shareholder power respect and value of the protection small and weak shareholders'rights and interests. The first way for the shareholder's voting power exercises is the shareholder exercises the voting power personally. If the shareholder has secret stocks, then he must deposit the stock to the company before the general meeting of shareholders convenes certain date, which make the company to confirm its shareholder status. Then he can exercise the voting power at the general meeting of shareholders. If the shareholder has the inscribed stock, the stockholder who is recorded in the company stockholder's list only can enjoy the voting power. Exercising the voting power, shareholder is possible to submit the bill expression approval which or the denial meaning expression directly at the general meeting of shareholders the congress votes. The second way of shareholder voting power is the agent exercises the voting power. It is a right for the shareholder to attend the general meeting of shareholders, but non-duty. Therefore the shareholder may attend not personally entrusts other people to replace attends and exercises the voting power. Our country present law of corporation to entrusted the voting agent only to make the principled stipulation, but has not made the request voting system's concrete standard. Therefore, the author in the agent qualifications, agent's population, and the power of attorney awarded the power of attorney to withdraw and so on aspects to carry on the analysis. In these aspects, overseas law of corporation's certain stipulations are worth using for reference. Next about the warrant collection system, must stipulate that strict sets up a file the system and the content system, favors the minority shareholder to shareholder meeting participation right exertion, avoids using the collection warrant operation shareholder meeting, thus harms the young shareholder rights and interests. Finally this article has carried on the outline for the voting power trust. The voting power trust is that a shareholder or several shareholders give one or several people their legal rights according to the agreement, including the stock voting power. The latter is one kind of trust that keeps the stocks and exercises its voting power in the agreement or the legal definite deadline, which aims at realizing a certain legitimate goal.The fourth part of this article mainly discusses the mechanism construction and the improvement for shareholder's voting power in our country. The voting power exercises the mechanism improvement is an important aspect for proving shareholder's voting power system. According to various legislates in other countries and the law of corporation practice, the mechanism for shareholder's voting power include the voting power proxy system, the request voting collection system, the voting power trust system, the voting power to restrict the agreement generally and so on. According to our national condition, our country must construct Contemporary China's voting power mechanism through the consummation voting power proxy system, the introduction request voting collection system and the voting power trust system. First of all, this article has carried on the analysis for present situation and gives some advice to the voting power proxy system consummation. Next it put forward the concrete proposal to introduce the request voting collection system. Finally it proposed that we must establish voting power trust system.Through discussing the shareholder's voting right system, this article considers that it is significant to establish and improvement voting right system for the right of preventing shareholder to manage company and taking precautions against the unfairness of shareholder. In brief, it is urgent that we should enrich and strengthen our country's shareholder's voting right system.