On The Exercise Of Shareholder's Voting Right Under The Balance Of Interests

Voting right is the most important usufruct of a shareholder which surrounded by many other rights of shareholder's. At the same time, the voting right provides development of company with the motivation and direction. So shareholder's voting right has a basic position and become one of the significant features of modern company law. However, it's far from perfect in the provision of Company Law of China, which becomes a source with frequent conflicts of shareholders'interest in practice to some extent. Therefore, a set of effective and equal protection of the interests of shareholders voting system is the very thing that theoretical circle and practitioners are looking for. This paper attempts to introduce the balance of interests into the voting system, and makes some necessary amendments to the principle of stock with per vote per share and the majority rule. Inspection related institution under the concept of balance of interests, while comparing the relevant system with Taiwan region and other countries with ours and analyzing them. Combining the relevant theory of civil and commercial laws, this article suggests some improvements in the voting system of China. The text is divided into four parts expect the section of introduction and conclusion.The first part focuses on the combination of concept of balance of interests and shareholders voting system. This section first outlined the performance of something related to right balance of interests as well as a conflict of interest between shareholders. Then it discusses the principle of equality of shareholder, which is the legal basis of resolve conflicts of interests between shareholders with the means to right balance of interests. And then with conversation turned to the voting right of shareholder's, it analyzes the importance of voting and the majority rule that is one of the fundamental principles of voting. Finally, it tries to apply the concept of balance of interests to the voting system, with hope to balance the source of conflict of interest between the shareholders.The second part discusses how to adjust the basic principles of voting rights through regulating of the content of the voting right. The idea of this amendment limits or expands the content of right, starting from the inside the voting right. Through the internal balance of interest, it finally achieves the substantive equality of shareholders. This adjustment is mainly reflected in the categories of shares voting, cumulative voting and challenge system of voting power. Through analysis, research and improving of these systems, the author wishes to achieve the amendment of the basic principles to the voting right.Transferring to the outside of the voting right,the third part stresses to achieve shareholders'balance of interests through the diversification of the exercise of shareholder's voting right. This section focuses on analysis and discussion of the indirect exercise of voting rights."Indirect"here is more refers to an indirect expression of will which happened in the exercise of shareholders'voting right. Through analyzing and comparing the indirect exercise of the three major systems, which concludes proxy solicitation, voting trust and vote-pooling agreement, this article proposed some suggestions on how to learn from and improve in China.To a certain extent, part four is the continuation of diversification of the exercise of voting right in the third part. The difference is that, this section focuses on communication voting system which arises from the close combination of direct way of exercise and the development of communication technology. This system provides a great convenience to a large number of dispersed shareholders, especially those small and medium shareholders to exercise voting rights. Thereby, it provided a guarantee to the achievement of a balance between the interests of shareholders. This article analyzes internet voting, which is the most important way of communication voting, and also make suggestion on the improvement of relevant systems in China.The full-text carries out around the voting system. It hopes that all of the system design can be inspection and perfection under the concept of a balance of interests, with a view to lay the foundation for substantive equality of shareholders and the company's development.