The Research On The Relief Mechanism And Improve On Shareholder's Voting Right In China

Company is not only the capital union,but also the shareholder's union,it is a product which the property rights and the operation right and also the product which the shareholders'property rights and the company legal person property rights separate. These two major characteristics decide the company shareholders can only realize their control to the company by using shareholder's right to vote.Company shareholder's right to vote is the shareholders'resolves power. It is the company shareholder's right to make the certain declaration of will at the general meeting .The shareholder's right to vote is a kind of consideration when the shareholder's personal property transforms to the company legal personal property,the shareholders exercise their rights to vote is the guarantee to decide the important items of company , is the shareholders individual intention to the corporate development,and is the representation of shareholders'influence to the management policy of company. In the eye of the law and any significant decision-making of the company is the result that shareholders use shareholders may realize their owner's shareholder's right to vote. If the property income,the significant decision-making right and choose right on superintendent according to their investment to the company,then,the shareholder's right to vote system is very important. It is the key for investors to transfer positive shareholders from the negative shareholders.The shareholder's right to vote exercises represents the company to invest the human to the company destiny attention and the company property control,Has manifested the shareholder's to the corporate management positive participation,it is the invester's transfers the positive shareholder's key by the negative shareholder,and also is the shareholder obtains the property benefit, the significant decision-making and chooses the superintendent and so on a series of rights the foundation。The shareholder's right to vote is enjoys based on its shareholder's status,makes certain meaning indication on the general meeting of shareholders the right of bill,the shareholder's right to vote is one kind of the shareholder's right,has manifested the shareholder's to the corporate management right,its nature may divide into following several,the right to vote entrusts with the shareholder's according to its nature by the law of corporation, perhaps does not have deprives the limit by the articles of incorporation or perhaps the general meeting of shareholders. The shareholder's right to vote relief the mechanism in constructs the shareholder's protection system and strengthened company governs has the vital significance.Mainly displays in: One, was the right of shareholder's vote protection has provided the system safeguard, caused the shareholder's right to vote protection to obtain the legislation approval, no longer soft and weak; Two, through the shareholder's right relief, the shareholder's meaning obtains in the board of directors resolution manifests, is not only good to the company's science and democracy manages policy-making, but also is the company democracy inevitably request; Three is the shareholder's right to vote becomes between outside the company interior shareholder as well as the company superintendents and the shareholder or the company to the third human of benefit relations contention tool, the shareholder's right to vote is advantageous to enhances the company's the government level.In the shareholder power of relief essence is refers to shareholder's stockholder's rights to be unable when realizes or its legitimate rights and interests receives the violation, to shareholder's relief.According to the relief main body and the measure intensity difference, generally the way of the right to vote relief may divide into lawsuit and the non-lawsuit ways.The shareholder's right to vote proxy is the shareholder's right to vote cumulative ,voting and the shareholder right to vote limit also is stems from to the shareholder's right to vote protection and relief, these system design stresses on guards against beforehand, exercises from the standard right to vote embarks, is for the purpose of avoiding the company or controlling stock the shareholder's to encroach upon the shareholder's right to vote, creates the nonessential harm.In view of the fact that our countryLaw of corporation,mentions suing of the resolution cancellation to the shareholder's with the correlation stipulation of invalid sues to have the necessity to carry on to the below question is clear about: First, the right of suit by nature.The law should stipulate because the resolution slight defect receives the shareholders who is going to receive the harm or all to be possible to enjoy files the lawsuit to protect the right, this right of suit should be one kind of independent of shareholder's power, but non-sues the shareholder population and owns stocks quantity the limit.Second, right of suit main body qualifications.So long as in general meeting of shareholder's resolution time is the shareholder's status, then mentions the resolution cancellation to sue or invalid suing.Based on the capital most principles, the young shareholder's will definitely exercise the will basis capital most principles which the right to vote manifests often for major stockholder's to conquer definitely with the absorption, this will be separated from the young shareholder's property benefit reality, the control of shareholder's stock will enjoy definitely through the capital"right"has in fact been absolutely similar to the young shareholder's to control the authority right, the control of shareholder's stock is unilaterally the behavior directly affects the young shareholder's legitimate rights and interests, thus caused the control of stock shareholder's to enjoy in fact compared to a young shareholder's more superior right.In implements the capital is one kind of control stock shareholder's to abuse the domination definitely principles in the company authority construction, the gain excess profit the moral danger, namely when lacks of the powerful authority keeps in balance the mechanism, the control of stock shareholder's inevitably exists to seeks the supplement benefit from the possibility, but the unfair connect transaction is only one of the methods.Must through many kinds of channel legal system propaganda, raise individual shareholder's right protection consciousness, guides the investor through to exercise the right to vote to maintain it's own benefit positively, the victory minority shareholder"the rationality is indifferent".The major issue which the modern company democracy faces is the governs between the company various main bodies facing which the mechanism expires causes the right and the voluntary, the benefits and the responsibility disposition improper, the company internal authority keeps in balance the expiration, to prevented the control stock shareholder's does not work in the operation company,this will harms other shareholder's legitimate benefit.The right to vote is a very important right in the shareholder's right system. The company decided the significant item through the conference form must make by the general meeting of shareholders, but forms of the the conference resolution is to carry on vote, in this sense, shareholder's right to vote all resides in the core status in the company interior entire right system.The explanation of company shareholder's right to vote, makes the logic analysis to its system function and the intrinsic flaw, without doubt is helpful in the solution puzzles. Our country Corporation to practice the universal existence proxy risk and the stock congenial and so on the questions, clears off the company interior right relations from the right source, achieves goal of the optimized company interior government structure.Thus the establishment multiplication prevention and the relief mechanism, implement the cumulative voting system principle to achieve between the shareholder's right and keeping in balance, the absorption and the model overseas advanced experience, speed up the perfect step of shareholder's right to vote.Exercises in the state-owned stockholder's rights aspect specific law in the making state-owned control section, stipulated it exercises legally controls the stockholder's rights to guarantee the state asset to guarantee price increment at the same time, must fulfill to the company and shareholder's good faith duty, prevented state asset control section when acting owner right abuses the right to vote, the violation minority shareholder rights and interests.The article introduced the concept,the characteristic,the function,and the role of shareholder's right to vote. Through analysis of the shareholder's right to vote,combine with the domestic situation,give some advice on the way to solve the problem.