| Since the establishment of stock market in China, great progress has been achieved, while several major problems have also been derived. Among others, the poor corporate governance has become the key obstacle to the sustainable development of the stock market in China. The performance of public companies in China is typically not good because of complex historical reasons. In this stock market with non-circulation stocks and lack of integrity, one of the outstanding problems is the damage to the interests of minority shareholders by holding shareholders and the management under their control. The critical issue is to improve the performance through better corporate governance, ensuring the health development of the stock market in China. My concern over the capital market and its corporate governance in China has led me to study the legal mechanism of the collection of voting rights. The legal mechanism of the collection of voting rights refers to the activity of one party, or the collectors, to ask for shareholders'permission to authorize the collectors or the third party appointed by the collectors to attend the shareholder meeting and vote on behalf of them. These shareholders need to fill in the authorization forms provided by the collectors. The purpose of this activity is to win the voting edge in a shareholder meeting. The legal mechanism of the collection of voting rights has been an effective mechanism in outside governance systems in the United Kingdoms and the United States. Now developed countries and areas such as the United States, Germany, and Japan and Taiwan in China have also put this legal mechanism into effect. Since 1990s', the practices of the collection of voting rights occurred in China. This activity has brought great impact in the capital market, unfortunately however, there are little regulations over it in China. The academic research on this issue is also on a beginning stage. Being "a game without rules", the collection of voting rights results in poor performance in China. Therefore, this thesis focuses on legal issues on the collection of voting rights of public companies in China. With the help of insights provided by other scholars, I make a systematic analysis of legal issues on the collection of voting rights by the methodologies of comparative analysis, empirical analysis and historical analysis, in order to provide the necessary insight into the legislation on the collection of voting rights of public companies in China. The thesis consists of four sections, with over 46,000 words. The first section starts with the introduction of the background of the collection of voting rights, and the determination of legal issues involved. Then the legal effects of the collection of voting rights are discussed from three perspectives of the collector, the shareholder who authorizes the collection, and corporate governance. The pros and cons of the collection of voting rights are also been analyzed. Although the collection of voting rights covers limited topics, we need to pay enough attention on the macro environment where this activity exists. The second section makes comparative analysis of the legal mechanism of the collection of voting rights in Germany, the United States and Japan, in order to bring a wider perspective into the analysis of the Chinese situation. Three limiting factors have emerged from this analysis: shareholders'right, cost and regulations. The third section focuses on the practices of the collection of voting rights in China. The research shows that the root cause of poor performance of this activity in China is of the problems of shareholders'right, integrity and regulations in the capital market. The forth section evaluates the feasibility to introduce the legal mechanism of the collection of voting tights in China after looking at three issues: the opportunity of decentralization of shareholders'structure, the launch of integrity programme in the capital market, and the existing practices of the collection of voting tights. Hence, it is proposed that, in the perspective of legislation, more attention be paid on the protection of the interests of minority shareholders; that, in the perspective of regulation, a flexible registration and recording system be established on the principle of minimizing costs and maximizing returns; that, in the perspective of information disclosure, a transparent disclosure mechanism be established in order to facilitate the development of integrity in the capital market in China. It is also proposed to focus on improving the mechanism of in the collection of voting rights and establishing the agencies in order to provide further protection over the interests of minority shareholders. |
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