A Study Of Company Proxy Solicitation System

Since the 1990s, company's managing structure has received more and more attention from different countries all over the world, which has brought about a tide of company management. From the aspect of system, company management is a system composed of internal management mechanism and external management mechanism. The former one refers to the adjustment and reform of the company's organizational system, and the latter the design and reform of the capital market supervision. In the U.K., America and many other countries the proxy solicitation system is considered as an effective mechanism for company's external management.By now, such system has been widely established in America, Germany, Japan and many other main developed countries as well as Taiwan in China. However, the proxy solicitation system in our country is far from mature in both legislation and practice. This thesis starts with a theoretic study of the company proxy solicitation system, analyses the proxy solicitation system at home and abroad, on this basis generalizes the operational mechanism of such system, and then, combining with our country's special situation, proposes a detailed design and plan for China's establishment of the proxy solicitation system.The thesis consists of five parts.The first part starts from a historical review of proxy solicitation system, deeply analyses its origin, and then makes a thorough theoretic elaboration by defining the system's connotation, generalizing its characteristics and comparing it with other related systems.The second part, through the analysis of proxy solicitation system's positive effects and potential disadvantages, draws a conclusion that proxy solicitation system is just like a double-edged sword which is potential for good or evil. That is to say, it may save the modern company system and at the same time it is possible to harm the interests of the shareholder and the company.The third part points out the institutional environment for the effective operation of proxy solicitation by evaluating the laws and regulations about such system in American, Germany, Japan as well as Taiwan in our country. One of the most important environments is a relatively decentralized stockholder's rights structure. Besides, a good credit environment is also needed. The serious credit flaw similarly restricts the effective operation of proxy solicitation.The fourth part mainly introduces the present legislation and market practice of our domestic public companies'proxy solicitation. Through the analysis of the related laws and regulations of proxy solicitation, it is clear that our legislation in this aspect if far from perfect. Moreover, there are many factors, such as the economic system, law and so on, which result in the low efficiency of proxy solicitation practice. It can be said that in our country proxy solicitation is almost a game without any rule.The fifth part mainly elaborates the detailed design and plan for the establishment of the proxy solicitation system in our country. Using the domestic and abroad legislation experience for reference and combining with the domestic actuality of the stockholder's rights structure, this part elaborates the legislation orientation, the basic principle and the concrete system design for establishing the proxy solicitation system in China.