Study On The Proxy Solicitation System

The proxy solicitation system is an important means of governance on listed companies. This system has been established in many countries and districts, such as America, Germany, Japan and Taiwan. Comparing with other countries and districts, the U.S., where the proxy solicitations prevail, has established a relatively mature system of proxy solicitations. And the legislations of proxy solicitations in Germany, Japan and Taiwan have also been based on the study of American proxy solicitation system. Since the 90s of last century, there has been a series of spontaneous practices of proxy solicitations in China. However, there hasn't been any nationwide legislation of proxy solicitations in China. In order to maximum the positive function of proxy solicitations, which is to perfect corporate governance, and in the meanwhile to prevent the solicitors use this system only to scramble controlling power on the company, we should establish the related legislation as soon as possible. In consideration of the maturity of American proxy solicitation system, this paper focuses on the study of American proxy solicitation legislations and its backgrounds for the system developments. In the end, basing on the study, this paper gives some suggestions on the construction of proxy solicitation legislation in China.This paper consists of there parts: preface, main text body and epilogue. The main text body is divided into three chapters as follows:Chapter 1 firstly introduces the legal definition of proxy solicitation and the differences between proxy solicitation and entrusted agency; secondly analyzes the basis of the generation of proxy solicitation, including economic basis, legal basis and human basis; and at last analyzes the positive function and the negative effect of proxy solicitation.Chapter 2 introduces legislations of proxy solicitations in America including the related regulations of Securities Exchange Act of 1934, the historic developments of proxy rules by SEC and the main contents of Regulation 14Aby SEC. After that, this chapter analyzes the backgrounds of proxy solicitation in America and tries to tell why proxy solicitations prevail in America under its strict legislation.Chapter 3 reviews the spontaneous practice and existing legislations of proxy solicitations in China, and then points out the shortages of the practices and the vacancy in the nationwide legislations. After that, this chapter comparing the related backgrounds for the development of proxy solicitations in China with those in America, tries to give some suggestions on the legislations in both the legislation principle and legislation contents aspects.