The Research On The System Of Shareholder Proposal Right

In the model of separation of ownership and control of incorporated company, the company's managers are not the persons who finally take the responsibility of the company. Therefore, the managers' decisions and activities may not be for the purpose of the company's maximum benefit. Moreover, the minority shareholders rights and interests are always ignored and even trampled thanks to the expansion of the managers' power and the weakening of the power of the general meeting of shareholders. As a result, it is very important and indispensable to monitor the managers. Shareholders are the real owners of the company, sharing the most interests with the company. So entrusting the proposal rights to the shareholders which will help the shareholders participate in the company management by means of making proposal to the general meeting can supervise the managers as well as protect the shareholders and the whole company.Shareholder proposal right is one of the intrinsic rights, so a great many countries have set up the mechanism of shareholder proposal rights in legislation. According to Article 103 of the newly-revised corporation law of our country, the shareholders have been entrusted the proposal rights explicitly, which provides the legal basis to the shareholders when they exercise their rights. It is undoubted a further step compared with the former one. However, compared with such system in America and Japan, the rule of shareholder proposal rights is too simple and vague, which will contribute to uneasy operation in practices. In the field of the theory, the scholars have not paid enough attention to shareholder proposal and do not so much research on it. The thesis on the basis of analysis of the nature and function of shareholder proposal right and the shareholder proposal in America and Japan, indicates its flaw and raises the suggestion on the current rules of shareholder proposal right to fulfill the regulation and make full use of its function.There are five parts of this thesis.In the first part, the summary of shareholder proposal right is concerned, including its definition and nature , that is ,the shareholders have rights to make proposal to the general meeting for the sake of being voted through the legal procedure of the general meeting. It is the nature right, minority shareholder right and co-interests right, differentiating from the right of request for convening the general meeting , the right of convening the general meeting and the right of provisional motion. The second part focuses on the function of such right. Firstly, it has the traditional function, that is, helpful for communication between shareholders and managers, open the information of the company; secondly, it has the extension function, that is ,protects the minority shareholder rights and interests, improves the corporate governance and implement the companies' social responsibility. In the third part, the system of shareholder proposal right in America and Japan are introduced. In the fourth part, the criticism on the system of shareholder proposal right in China is researched. Five aspects including the shareholders' qualification, the proposal procedures, the proposal scopes, the proposal processor and the legal effects when the company rejects the proposal illegally are studied respectively. In the fifth part, in the light of the flaws of such system in China as well as the advanced experience of the legislation in America and Japan, some legislative conceptions have been put forward, including formulating the legal exceptions of proposal, perfecting the requirement of exercising proposal right, establishing the proposal-examined system, improving the remedy system which consists of the right for convening general meeting, administrative remedy and judicial remedy.