Study On The Voting Right Of Stockholders

Since the promulgation of Foreign Investmented Enterprise Law in late 1970's, market economic structure reform and corporate legal construction in China have made prominent progress. The basic requirement of corporate's operating cost and managing efficiency makes it necessary that corporation ownership right and management right be separated from each other. While how to realize shareholders' reasonable control over corporation and how to effectuate the protection of both the rights of shareholders and the benefit of corporation has become a hot point for discussion in the present Company Law research. In this context, shareholder's voting right system emerges as time requires.Two famous American legal scholars, Easterbrook and Fischel claimed, "if limited responsibility is the most remarkable characteristic of Company Law, then voting right must be the second characteristic." Shareholders' voting right is the consideration that shareholders obtain when their personal property is transferred into company property. Shareholders' realizing of voting right is the guarantee of their decisions on company's important matters, the reflection of shareholders' personal opinions over company's business development and at the same time the embodiment of shareholders' influence over company operating policy. Through exerting voting right, shareholders participate in company management and operating and realize effective balance over company's administers.Domestic scholars usually do the research work of shareholder's voting system from the angle of Civil and Commercial Law. They admire equal capital and shareholder's autonomy of will, which has played an important role when company's scale and its economic and social influence are relatively small. It has activated shareholders' initiative in taking part in company management and has promoted company system's rapid development. However, with the continual development of company system, the status of company in social life has been gradually enhanced, to the extent that the social public character and wholeness has appeared. Thus, the dissertation intends to elaborate on the shareholder's voting right system from the two angles of both Civil and Commercial Law and Economic Law.Under the background of the promulgation of the new Company Law and from the research perspective of economic profit and economic equality, the dissertation provides the basic theories concerning the definition, nature and characteristics of shareholder's voting right and elaborates on the realization mechanism and pattern of shareholder's voting right. In addition, on the basis of referring to the advanced legislation experiences of voting right system in foreign countries, this article discusses how to improve shareholder's voting right system in our country. It is divided into five parts:The first part: an overview of shareholder's voting right systemThis chapter devotes itself into the exposition of the definition, attribute and legal character etc. of shareholder's voting right system. Through analysis, the author holds that shareholder's voting right has not only the attributes of private legal right but also the characteristics of economic law right. Shareholder's voting right, as the connection point between company ownership and company management, is the unite of purposive right and methodological right and is one of the inherent legal rights that shareholders enjoy.The second part: a comparative research on shareholder's voting right system First it gives the present condition on how our present domestic Company Law and other regulatory files design shareholder's voting right system. Then the paper researches comparatively on the overview of legislation of shareholder's voting right system between Continental Law System and Anglo-American Law System. And it analyses the origin, legislation tenets, historical process and developing prospective of shareholder's voting right system.The third part:the realization mechanism of shareholder's voting right The realization of shareholder's voting right needs to be done in a certain space and during a certain period of time and this time and space combined together is the voting right system. This system arrangement regulates the relationship of rights and obligations between shareholders and company and between shareholders and shareholders. Also it embodies the contrastive relationship among various powers. This part is dedicated to the discussion of the fundamental principles and cumulative voting system etc on how to realize the voting right.The fourth part: the realization pattern of shareholder's voting right This part is one of the research focuses of this dissertation. It discusses the specific realization patterns of the voting right and mainly emphasizes voting right representation, the recruit of the right of representation, the entrust of voting right and the binding agreement of voting right etc.The fifth part: reflections on the improvement of shareholder's voting right system in our countryIn connection with practical experiences of company management in our country, from the two angles of Civil and Commercial Law and Economic Law, the thesis presents a brief discussion on the improvement and development of some sub-systems of the shareholder's voting right system----including shareholder's voting right principle, the revelation of voting right collection information, the renouncement of voting right due to gross errors, remedies for tort litigation etc.