Listed Company Proxy Solicitation Legal System

The proxy solicitation, refers to the civil act that the person concernedconsigns the blank authorization voting warrant to the company shareholders andpersuade whom to appoint oneself acts exercises its right to vote. The proxysolicitation is an innovation in the process of the development pf our country'sstock market, which is drawing more and more attention from the market publicfigure in the govemess of the company. This article tries to analyze the proxysolicitation system from the doctrinal angle and puts forward certain proposals tothe legislation of our country's proxy rule.This article is divided into three parts, various part of content outline is asfollows:PartⅠhas analyzed elementary theory of the proxy solicitation system. It isthe proxy system high-level shape, it is comes by the voluntary requestdevelopment, afterwards evolved gradually for the contention companydomination tool. The proxy solicitation, the essence is one kind of marketbehavior which carries on for the solicitation right to vote proxy. Between theproxy solicitation and the right to vote proxy has the close relation, also in thegoal of performing, the structure of legal relationship, applicable scope, andstylization has the obvious difference. The proxy solicitation plays a positive role,including promoting the flourish of shareholder positivism, limiting thecontrolling shareholder's. The introduction proxy solicitation is a variouscountries' company negotiable securities legislation development tendency.Certainly, considered this system negative effect, we must strengthen thestandard.PartⅡdiscussed the warrant rule basic content from the comparison testresearch angle of view, such as subject's qualifications of the request, the proxybehavior, the proxy solicitation information had disclosed specially the request,the proxy right to vote exercised to carry on the concrete analysis. The subject ofproxy solicitation is generally the shareholder or the corporate managementorganization. To collect the human qualifications the legal rules and regulationsto display two different manners: One kind did not stipulate the qualificationscondition, take US, Japan as representative; the other kind is the strict limit, take our country Taiwan area as main representative. The proxy behavior shouldinclude the proxy quantity of limiting, the prohibition of buying proxy, limitingthe contents of proxy authorization and so on, proxy expense as well as the wayof proxy. The collection must disclose the related information, including powerof attorney collection instruction booklet, certificate of delegated authority andblank warrant. In reality, collects the information to disclose had the formattedtendency to collect the obtained right to vote, the general request adopted themethod which voted item by item to exercise should cease the colligationauthorization behavior.PartⅢemphasizes establishing our proxy solicitation system. We mustadopt the introduction to limit the manner to treat the proxy solicitation system.About collects human's qualifications question, proposed in the positivequalifications and the negative qualifications simultaneously the roles andregulations. The positive qualifications includes the suitable limiting of quantityand the time which owns stocks; Negative qualifications, then, mainly aiming atindividual shareholder proxy, must stipulate explicitly does not have to hold thesubjects of proxy several situations. In the aspect of proxy behavior, proposes asuggestion proportion to the proxy quantity of limiting. The undertaking ofexpense on the proxy must follow the standard to that the goal matching theresult: who profits who to bear the expense; if unable to judge, follows theprinciples of the majority voting. When it mention to the disclosure of the proxyinformation, we should further emphasize the related conflicts of interest itemand to collects the human disadvantageous items of the disclosure. The disclosureitem should include: the proxy solicitation goal and the plan content, to thedisclosure of recommends about candidate and other significant items.Violating the shareholder proxy solicitation law standard, must undertakethe administrative responsibility, the criminal liability and the civil liability. Wemust emphatically establish the reasonable civil liability system, causes theshareholder and the company can obtain the coition when suffers.