United States Shareholders Of Listed Companies Of Proxy Solicitation System Research

Proxy solicitation is a solicitation system that the current board of director or shareholder delivering the blank power of attorney for voting to the other shareholders which can not or be unwilling to attend the shareholder meeting, and persuading them to appoint the designated person as voting agent to vote on behalf of the other shareholders. This solicitation system is an effective mechanism for solving the problems in corporate governance of public company such as holding shareholder meeting, voting for issues for discussion, remitting the information asymmetry problem between the board of director and the shareholder and providing the shareholder the channel for stating its own benefit claim. There are more and more proxy solicitation cases in China's stock market since 1990s while the lack of relevant legislation leads to disorder operation, value and function of proxy solicitation are not fully shown to us. American security law system is full of legislation and jurisdiction. This essay focuses on introduction and analysis of proxy solicitation rule in the US and provides legislation suggestion on relevant area for China.This paper is divided into four chapters and around 40,000 words in total.Chapter One is the general introduction of proxy solicitation, including the practice situation, its positive effect on American security market and the economic reason. It defines the "proxy" and "solicitation", the legal character and the differences among other similar term.Chapter Two talks about the information disclosure rule, containing the content, formality and procedure of information disclosure, substantial misleading statement and omission, the criteria of subjective fault and corresponding legal remedy.Chapter Three introduces shareholder proposal and proxy contest. The shareholder may add his own proposal into proxy statement from management of the company to solicit support from other shareholders while the shareholder may fight against the incumbent board of directors to elect his own director.Chapter Four set forth the cases of proxy solicitation in China and the current legal regulations on this issue, points the problems out and states the legislation suggestion on China's proxy solicitation rule.