Proxy Solicitation Legal System

Proxy solicitation system, running for several decades in some nations and regions, is regarded as a good weapon to govern corporation by some scholars abroad. Perhaps the domestic scholars think there is lack of climate for the system's existence or the system's side effects are excessive, so they hadn't paid much attention to the system. There is no other law that regulates the system except few provisions stipulated in Temporary Regulation of Management of Issuing Shares and Exchange by The State Council and The Guidance on The Establishment of Independent Director System in Public Corporation issued by CSRC. However, the proxy solicitation system has been put into practice in China.The system is a double-edged sword, which can bring us benefits as well as damages. So the practice of the system need the guidance of ripe theory, which comes after the hard working of scholars.This thesis is divided into five sections with an ambition to call scholars' attention to the system and to present some advises for the system's establishment.Section I presents the information about proxy solicitation system. Started from the discussion about separation of shareholders' property right from managerial authority, the author has analyzed the meaning of voting. Some nations such as UK , America and France have stipulated the rule in corporation law that the opening of shareholders' meeting isn't effective unless a quorum to force corporations to encourage the shareholders to take part in the shareholders' meeting. In order to make shareholders' meeting effective,management solicits a proxy from shareholders and the proxy solicitation system come into being. At the end of this part, the author introduces the system's essence and it's development situation in some nations and regions.Section II is on the comparison of proxy solicitation system with the system relating to. By comparison with the system of prosy voting, trust voting and motion of shareholder systems and incorporation system, we can found the proxy solicitation systems advantages.Section III discusses the concrete contents of proxy solicitation system,including the scope of proxy solicitation act and qualification of solicitors and the issue of limitation of the quantity of voting solicited and so on.Section IV is about the proxy solicitation system and corporate governance. Started from the corporate governance, the author has discussed the positive role of the system played to improve the function of shareholders' meeting, to prevent corporate being controlled by internal person, to protect the interests of minority, to carry the corporation' social responsibility.Section V is the author's view on the construction of proxy solicitation system of China, including the legislative and practical situation about the system in China and the advices for the construction of proxy solicitation system of China.