Power Of Attorney Legislation Of The Acquisition System Perfect

Because of the discontentment of shareholders of listed companies to their current management authorities,a lot of Soliciation of proxy events have taken place in the security market of our country since "Equity purchase controversy between Jun and Wan Company" happened in 1994, including "controversy over equity of Shengli Company" which attracted much attention at the beginning of 2000. The system makes the minority stock holders might accumulate enough voting rights which are similar to big shareholders voting right, and with the support of the accumulation voting rights, the minor shareholders can play a supervisor role on the board of directors, form restriction and pressure to the incumbent operator, impel company's business to become more and more normal, and impel operator and the owner's goal to reach unanimity. But Soliciation of proxy also has " double-edged swords" effect to the corporate governance. Proper legal restriction will be helpful to promote its positive role, and perfect the management mechanism of the company; if not interfering and managing , the Soliciation of proxy may become the tool that makes the outside shareholders of the company interfere company's normal management. But the legislation of our country lags behind relatively, we still lack nationwide legislation which standardizes Soliciation of proxy in the security market. In this respect, Soliciation of proxy is in vogue in American-European countries, and having carried on the fruitful supervision practice, which can be learnt by our country. This thesis gave more detailed introduction to Soliciation of proxy, through the analysis on the legislation and practice of Soliciation of proxy at present in our country, the author probed how the mechanism is regulated in external country or area. By combining the actual conditions of the security market of our country, the author carried on the preliminary design for the legislation of our country. The thesis amounts to four chapters besides foreword and conclusion. Chapter one, the principle of the Soliciation of proxy. This chapter is divided into five parts. The author started with definition of Soliciation of proxy, summarized the different characteristics to the means of company purchase, such as equity purchase, assets purchase, etc. Later the author explained inherent mechanism and legal principle of Soliciation of proxy, analyzed its pros and cons, pointed out the importance of perfecting the regulation and the way to its fully play of the system. The author have also introduced the concrete operation sequence and conditions of Soliciation of proxy, further proving the positive meaning of establishing the system by combining our country current situation of security market. Chapter two, the legislation practice of Soliciation of proxy of our country. With respect to legislation, "the Company Law", "the Interim Administrative Regulations on Stock Issue and Transaction" , these two laws and regulations made an authorization rules on Soliciation of proxy Inquiry, which offered legal basis for Soliciation of proxy in our country, but the "Guide Rules" issued BY Stock Supervisory Committee comparatively detailed norm for Soliciation of proxy. But generally speaking, the regulation of our country's present Soliciation of proxy is still not complete, lack of possibility of operating. In practice respects, controversy over the equity of Shandong Shengli company was known as the first case of Soliciation of proxy in our country. Through introduction and analysis to the details of the case, the author summarized positive meaning in practice and problems of Soliciation of proxy in our country at present in this part. Through analysis to the problems exposed in the case and deficiency in the legislation of our country, the author pointed out the task of top priority is to improve its legislation of our country on the basis of drawing lessons from legislation of various countries. Chapter three, the analysis and enlightenment of regulations in external Soliciation of proxy. Nearly all the countries all over the world have a legislative example about Soliciation of proxy, but the legislation of U.S.A. is the most detailed one among American-European countries, which can be the representative of the common law. Meanwhile, the legislation of Germany & Taiwan can be the representative of the continental law, which has much reference value to the legislation of our country in the future. So, in this part, the author has introduced relevant regulations of legislative example and Federal Securities Exchanges Act of every American state mainly, however, as to the legislation of Taiwan, the author hasintroduced Article 177 of the company law of Taiwan mainly, Article 25 of Securities Exchanges Act and content of " Rules on Commission usage of the attending shareholders in listed company", and in order to offer reference for legislation in the future of our country, a brief introduction was made to the Soliciation of proxy of Britain and Germany at the same time. Chapter four, the thought on improving the Soliciation of proxy system of our country. On the basis of chapter three, the author pointed out the issues that should be paid attention to while legislating on Soliciation of proxy in our country: It is an issue of orientations of the legislation layer at first. Secondly, the basic principle on legislating which should be carried out all the time. The third important problem is an issue of collection of voting rights of the state-owned stock. Finally the author put forward his own design concept to the legislation on commission voting in our country, which mainly include: 1, the qualification assertion of the commission offering party; Restriction to the voting right; 3, the definition of the scope of authorization; 4, forbidden operations regarding money or other material benefits as the cost to soliciting commission; 5, the information disclosure of the Soliciation of proxy; 6, such contents as the prescription and canceling of the commission, etc. American scholar Rose Professor (Prof.Louis Los:) says, the use of the commission, if not interfering and managing , it has no difference to encourage the operator to retain the office for a long time but abuse its power of management; If managed properly, it may become the edge toll which would save the modern company system. How could maximize favorable factors and minimize unfavorable ones, promote what is beneficial and abolish what is harmful, this is the subject left to legislators. Hope that the author's thought and suggestion will benefit a little on legislation of commission in our country. The third important problem is an issue of collection of voting rights of the state-owned stock. Finally the author put forward his own design concept to the legislation on commission voting in our country, which mainly include: 1, the qualification assertion of the commission offering party; Restriction to the voting right; 3, the definition of the scope of authorization; 4, forbidden operations regarding money or other material benefits asthe cost to soliciting commission; 5, the information disclosure of the Soliciation of proxy; 6, such contents as the prescription and canceling of the commission, etc. American scholar Rose Professor (Prof.Louis Los:) says, the use of the commission, if not interfering and managing , it has no difference to encourage the operator to retain the office for a long time but abuse its power of management; If managed properly, it may become the edge toll which would save the modern company system. How could maximize favorable factors and minimize unfavorable ones, promote what is beneficial and abolish what is harmful, this is the subject left to legislators. Hope that the author's thought and suggestion will benefit a little on legislation of commission in our country. The third important problem is an issue of collection of voting rights of the state-owned stock. Finally the author put forward his own design concept to the legislation on commission voting in our country, which mainly include: 1, the qualification assertion of the commission offering party; Restriction to the voting right; 3, the definition of the scope of authorization; 4, forbidden operations regarding money or other material benefits as the cost to soliciting commission; 5, the information disclosure of the Soliciation of proxy; 6, such contents as the prescription and canceling of the commission, etc. American scholar Rose Professor (Prof.Louis Los:) says, the use of the commission, if not interfering and managing , it has no difference to encourage the operator to retain the office for a long time but abuse its power of management; If managed properly, it may become the edge toll which would save the modern company system. How could maximize favorable factors and minimize unfavorable ones, promote what is beneficial and abolish what is harmful, this is the subject left to legislators. Hope that the author's thought and suggestion will benefit a little on legislation of commission in our country.