Shareholder Vote On Proxy Solicitation Of Legal Regulation

Company's governance is the link that it has decisive influence to the modem company operation and the proxy solicitation system is an important system to manage company by law. It not only influence the operation condition of the company on the microcosmic level, but also relate the circulate quality of the whole national macrocosmic economy. The development and perfection of the proxy solicitation system already not only is a problem to manage a company, what is more, is an important factor which decide whether our country capital market can or not keep on to develop. The proxy solicitation system is an important means to stir up the minority shareholders to participate the company management actively, also is a channel to check and balance company management layer and to perfect company governance by the minority shareholders. Although our country haven't built up unifying complete the system of proxy solicitation currently, the govemance of the listed companies have already appeared a case to make use of this system in practice, and along with the advance and deepening of our country reform of non-tradable shares, to disperse stock structure is an irresistible general trend. So it is necessary to lead into this system. The related law system of our country prescribed less the proxy solicitation system, the theories of system study also is not much, but it was used constantly in practice, this contradiction between self-moving usage and law-hole certainly will meet with embarrass of short law after the affairs to injure the minority take place, and it is will influence the legal fights of minority shareholder, bruise investor enthusiasm, then impact the people's confidence on the financial market. Therefore, before the law as to its rules and regulations was adopted, in order to benefit to the future lawmaking, it is necessary to do a research at the theories level."Water not only can carry boat, but also overturn boat", although the proxy solicitation system aggressively and effectively provide a institutional guarantee, in a rarely few cases of proxy solicitation, the purchase of the shareholders proxy solicitation appeared accompanying with the shareholders proxy solicitation, The purchase of the shareholders proxy solicitation is a "gray district" of the shareholders proxy solicitation system, if this problem cannot be dealt with well, it will seriously endanger the shareholders proxy solicitation system.This text will discuss the shareholders proxy solicitation system from origins, development and abroad of the development circumstance, put forward conceive of perfecting our country shareholders proxy solicitation system by introduction of function and comparison to other related system and analysis system environment which is necessary to the shareholders proxy solicitation system .Concretely say to include several parts as follows:The preface part introduce the problem of company governance of listed companies in the world wide, then lead into the shareholders proxy solicitation system, briefly introduce present studies condition and research range of this text, the shareholders proxy solicitation system of the listed companies. Finally, suggested that we should consider leading into that system according to the circumstance of our country.The first part mainly traces back the origin and history of the shareholders proxy solicitation system, through defining the shareholders proxy solicitation system, looked back its development abroad like in Japan, Germany and American.The second part firstly introduce the functions of this system, then compare the system with the entrusted system, trust system of voting, entrust agency system of civil case and procure system of company, one by one.The third part start with making shareholder convenience to participate company decision by the efficiently operating of this system, bring forward condign systems environment of this system, mainly including dispersion of stock structure and disclose of information. By analyzing German main bank mode, Japan to cross-holding share mode and American traditional mode, conclude that only exist dispersion of stock structure, the shareholders proxy solicitation system can become the valid weapon of the company governance.The fourth part hackle the our country current lawmaking to involve the law norm of the shareholders proxy solicitation system, mainly including company law, temporary regulation of stock issue and bargain manage, guideline of listed company article, the rule of the listed company governance and guideline of listed company shareholders' meeting network vote work, analyze respectively progressive side and shortage side of related law of our country.The fifth part treat of the nature of right to vote, unveil the essence of the shareholders proxy solicitation by repay, which should been forbidden in our country, and make a analysis towards the legal effect of the solicitation by repay.The sixth part is a keystone of this text. Base on expounding and analysis above several parts, aiming at the actual circumstance of our country, the author think that should introduce this system in good time, but should rule by and restrict with the qualification of solicitation, the information disclose of proxy solicitation, basic principles of the shareholders proxy solicitation, the restriction of entrust vote, the content and format of proxy, bearing the cost of solicitation, redress of right of minority injured, the law responsibility for the action of breach the norm of the shareholders proxy solicitation do a rules and regulations, to perfect the shareholders proxy solicitation system of our country.The conclusion part is a brief summary, puts forward, on one hand, introducing in good time, on the other hand, strictly ruling and restricting.