On Legal Regulation Of Listed Companies In China Proxy Solicitation

Proxy solicitation is an important way for shareholders to exercise the right to vote and take part in corporate governance. Its effects have on corporate are just like a double-edged sword: proper rules and regulations can promote its positive side to ensure the function performance of the shareholders' meeting, protect the interests of minority shareholders and perfect the governance within the corporate; however, if left unregulated, proxy solicitation will possibly make shareholders' meeting nothing but an empty shell, or reduce to means of fighting for the controlling right within corporate,, thus impairing the interests of both corporate and shareholders. Therefore, many countries in the world set up system to standardize proxy solicitation behavior on not legislating successively.One share domination, decentralization of shareholders' structure, internal person control problem and protection loss of stockholders' equity are problems which perplex China's capital market in the long run. Proxy solicitation system has special significance in solving the problem mentioned above, but its operation is restricted by the present conditions of capital market. After the Reform of the Split of Share in 2005, our country has stepped into the Era after Share-split. Since then the circulation of capital market fluidity increases remarkably, the opportunity of full circulation emerges and the inducement of market of proxy solicitation become more and more, proxy solicitation conduct must be increasing in the wake of upsurge of market merging. However, the proxy solicitation is almost a game without rules in our country, for legislation in this side is nearly still a blank. So it is not only necessary but urgent to reinforce the system in law, perfect legislative rules and regulations and standardize the behavior of proxy solicitation to make it function positively.This thesis, on one hand, based on others' research, for the change of system background, makes use of comparative method and case analysis and synthetical study method to discuss the reinforcement of necessity and feasibility of regulation of the proxy solicitation in law of listed corporate; on the other hand, on the base of foreign experience and combining the situation in China, puts forward the suitable legislative suggestions from the perspective of protecting the stockholders' interests.The whole thesis can be divided into four parts excluded the production parts and conclusion parts. The first one is focused on basic theory to explain the system of proxy solicitation about its concept, historical evolution, Value and Efficacy and deep jurisprudence as its beginning. The second part is about the principle of the proxy solicitation system and the operating of system background and clarify the framework of this system. And some the legislation precedents are chosen from USA, Germany, Japan and Taiwan. The third part is to analyze the current situation of legislation, practice of proxy solicitation and characteristics of capital market to draw a conclusion that is to strengthen the law regulation of listed corporate proxy solicitation in our country. The last part is, in terms of legislation omissions and the situation of China, given some suggestions and highlighted subject of Solicitation, information disclosure and Remedies for Solicitation Flaw.