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The Inadequacy Of Legislation And Improve The China's Cumulative Voting System

Posted on:2011-05-07Degree:MasterType:Thesis
Country:ChinaCandidate:Y Y LiuFull Text:PDF
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Cumulative voting system has been 100 years of history, as a protection of small shareholders the voting system and its function as well as legislative models as the effect of the legislative advances in technology and socio-economic development continue to evolve and improve. China is also amended in 2005, "Company Law", the provisions of the cumulative voting system. The cumulative voting system due to enter the country not long, so my cumulative voting system in legislation and practice, inevitably there are some inadequacies, this paper detailed analysis of the cumulative voting system on the basis of inadequate legislation, from a legal point of view the foundation and survival of the system the conditions of development were studied and made recommendations, expect to be perfect through the relevant legal system, to perfect this system and make up to make this system play a role in the protection of small shareholders. Full-text is divided into three parts:The first section is cumulative voting system in our analysis of legislation. One: Cumulative voting system in our country's legislative evolution, in chronological order to show the cumulative voting system in our country's development, in order to prepare for the discussion below. Second: The existing Company Law in the cumulative voting system, inadequate legislation, primarily the "Company Law" Article 106 and section 104 of the contradictions, such conflicts have led to the implementation of the cumulative voting system in the absence of rules of circumstances, may not be able to play its an active role; In addition, the cumulative voting of directors resulting from supervisors may not reach a majority of the voting rights of shareholders in order to make the election null and void, which is insufficient at the present stage of legislation.The second section is a cumulative voting system in our practice in application analysis. First: Impact of China's implementation of the cumulative voting system factors. Shares of the company's equity interest in China's current situation affecting the role of cumulative voting system, specifically due to the dominance of state-owned shares, the shareholding ratio of difference between various types of disparity is not conducive to play a role in the system; the other hand, the lack of cumulative voting system, the role of pre - procedures and post-guarantee program, medium and small shareholders, because the decentralized procedure in the absence of pre-existing context, the cumulative voting system often did not start over, at this stage there are still some way to offset the system to ensure procedures exist to prevent this phenomenon place. The other thing: Cumulative voting system mistakenly applied in practice, there is accumulating against the adoption of cumulative voting system for directors elected supervisors, as well as through an election, a candidate on the list of candidates put into the list of major shareholders, thus representative of the interests of small shareholders to exclude candidates.The third section is the focus of this article discussed the Improvement of the cumulative voting system proposal. One: the preparation phase of the proposals is a diversified equity reforms, the role of cumulative voting system to create a suitable environment; elimination of the relevant conflict of laws, so that the principles provided for in Article Act does not conflict with each other; complete the nomination process of directors supervisors, to make this entry system in the smooth introduction of the company to vote early. Second: the implementation phase proposal. The merger of the election of directors and supervisors so that the right to cumulative voting system for maximum effect. For the cumulative voting system, the legislative model, it is recommended for different types of companies of different legislative models, refine the existing "Company Law" principle provisions. Third: the latter part of security mechanism. Exist at this stage to offset some of the cumulative voting system practices, such as the accumulated against such acts, has resolutely cracked down.
Keywords/Search Tags:Cumulative Voting, Corporate Governance, Minority shareholders
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