At the beginning of 20th century, the proxy solicitation system started gradually to be established in England, America and other developed countries, and played the extremely vital role in the practice of the corporate governance in these nation. Since the 1990s, the spontaneous practice of it has performed unceasingly in our country, but our country has not established perfect proxy solicitation system. Because lacking the legal specific stipulation, the effect of practice don't satisfy people's desires in our country, so as soon as possible to consummate it already become an urgent duty which our country legislator must complete.The author take " research on the proxy solicitation law system " as the topic of this article, and with the help of insights provided by other scholars, the author make a systematic analysis of legal issues on the proxy solicitation by the methodologies of comparative analysis, empirical analysis and historical analysis, in order to provide the necessary insight into the legislation on the proxy solicitation in our country.This article divides into the introduction, the main text and the concluding remark, and the main text divides into three chapters.In the first chapter, the author limit concept and the basic characteristic of the proxy solicitation system at first. The proxy solicitation refers that the corporation and people outside corporation carries proxy composed the essential item to the corporation shareholders, and persuade the shareholders to appoint himself or the third person that exercise the right to vote. It has four characteristics: the object of it is a right to vote which the shareholder has; it is reverse distortion of the general right to vote proxy; it must conform to the procedural rule; it generally suit the large-scale joint-stock corporation, especially the public corporation. Then, the author make the thorough discussion about the origin of the proxy solicitation system from the shareholder'right to vote and the difficult position of collective action. The essential way that the shareholders have final domination was still the right to vote to the corporation, as a result of the collective action, shareholder's rational analysis of cost and the income urge them to be indifferent to corporation's management, and abandon the right to vote which enjoy. In the situation shareholder does not want or unable personally to participate in the vote,They can authorized the other people to replace themselves to exercises the right to vote by the proxy solicitation system. Finally the author make the pro and con two aspects judgments to value the proxy solicitation system. On the one hand, it has many positive functions: enhancing the operate efficiency of the market corporation, awaking shareholder's right consciousness, optimizing resources disposition, causing the corporate management democratization, increasing the shareholder wealth; On the other hand, it also has many malpractices: becoming the tool of the superintendent "automatically continuing" possibly, when does not move possibly or the evil person use, possibly harming the shareholder and the corporation benefit.In second chapter the author introduce the proxy solicitation system in America, German, Japand and so , and make the brief analysis, takes them as the model of our country. Under the US market direction pattern of corporation Governance, the proxy solicitation system is extremely developed, the legislation frame is composed by two parts: the 14th correlation stipulation of "The securities transaction law" and the securities transaction committee (SEC) formulate related rule by the 14th stipulation. In Germany, the bank leadership corporation governance, and the common shareholder has not certainly received the strict legal limit when carries on the proxy solicitation, but when the bank carries on it, they will be restrained to the bank right to vote rule. Although the supervising and managing about the proxy solicitation system is relative freedom in Japan, but shareholder'enthusiasm actually certainly not therefore displays, the securities transaction committee formulated "The rule resolved the shareholder votes proxy that shareholder exercise ", the standard proxy solicitation with exercised. The proxy solicitation obtains more utilization in the Taiwan area, the main laws and regulations about it including: 177th of "The corporation Law", one of 25th in "The securities transaction law" and" The rule that shareholder attends meeting to use proxy in Public Company ".In third chapter the author introduce the legislation and practices of the proxy solicitation system in our country, and point out the characteristic and question of practices at present in our country, finally put forward legislation proposal in our country. The stipulation about it mainly are included in the law, the administrative rules and regulations, the department rules and regulations and other standard instruction document in our country. The example about the proxy solicitation has occurred more and more, it has four characteristic: proxy solicitation actively, the management is to be indifferent, the legal person shareholder occupies the major part, the independent director becomes the spokesmen of the board of directors. In the practice this system expose: stockholder's rights structure is unreasonable, credit condition of the stock market is not good, the practice operation is not standard. Finally, the author proposed some shallow suggestions to establish the proxy solicitation system in our country. We may construct two levels in the legislation pattern: the first level is "The corporation Law" and " The securities Law", the second level is" The proxy solicitation rule" .In the concrete system about the proxy solicitation, pays great attention to limits, the main body qualifications, authorized scope, the information disclosure and file system, the procedure, who undertakes the expense and prohibition of the paid solicitation, legal liability 7 aspects consummation. |