Research On The Avoidance System Of Directors' Voting Right In Stock Company Limited

With the development of modernization of China’s economy, the corporations are playing an important role increasingly. Hence, it has also been a more and more important topic for how to manage a corporation. The rules and regulations are more important than before with the appearance of "broad centrism" and the system of directors’voting right avoiding is essential in the process of managing a company or a broad especially. It can’t deny that china is still on the stage of "shareholders centrism", but it is necessary to improve the system of directors’voting right avoiding caused by the inevitable that our companies will surely develop into the conditions of "Board centrism". Some legal rules about the system of directors’voting right avoiding in the Limited Corporation can also been seen currently, but they are so simple and the body applied is only limited in the listed companies. This paper would like to offer some feasible proposals regarding the system of directors’voting right avoiding for our limited corporations according to some problems existed at this moment. The proposals will be listed as a basis of our existing legal regulations for the system of directors’voting right avoiding in combination with relative rules used by other countries or regions for this issue, which would like to achieve a goal to improve the system of directors’voting right and better protect the interests of shareholders and the company in order to ensure the good running for the companies.In this paper, the system of directors’voting right avoiding will be studied with 4 chapters.The first chapter is to introduce the basic issue for the system of directors’voting right avoiding. Firstly, it will have an overall review in the introduction of basic concept, category, content and characteristic. Secondly, it will discuss the legal basis of the system of directors’voting right avoiding for better understanding of this concept. Thirdly, it introduces the establishment and necessity to improve this system and its functions.The second chapter focuses on discussing the status of the system of directors’voting right avoiding. It shows some problems existed by the research for this system at this stage in order to put forward better suggestions.The third Chapter is to introduce the system of directors’voting right avoiding in other countries and regions. It describes respectively legislative conditions regarding this system in Anglo-American countries like the United Kingdom, the United States as well as civil law countries such as Japan, Taiwan, which leaves experiences and references for improving our the system of directors’voting right avoiding.The last chapter is to put forward some proposals to improve this system. It makes some suggestions in applicable situation, institutional vision, effectiveness resolution, the way to remedies, the claims for damages in order to improve our legislation of the system of directors’ voting right avoiding as well as our own ideas in this respect.