On The Legal Construction Of Voting Delegation Inducement System In China

The main content of this paper begin with a proper definition on Voting Delegation Inducement, give an comparative analysis on the differences between the voting delegation inducement, voting rights proxy solicitation and voting trust, thus point out the systematic necessity of the voting delegation inducement's separate legislation. This paper briefly introduces relevant legislation and practical effect in other countries or regions, summed up the legislative and practical status and the defects of our country's voting delegation inducement, proofs the necessity and feasibility in establishing voting delegation inducement system in our country, research our country's voting delegation inducement subject system and behavior system construction, arid the probable negative impact, gives some suggestions. The study background of this paper is that the legislation, theory and practice on voting delegation inducement already broadly existed in foreign countries long time ago, and make a significant contribution to the joint-stock companies and security market(particularly security market in a transition period). Although aware of its importance early on, our country's theoretical study of the system is not only scarce but also in large differences, coupled with a serious conservative legislative sector, the relevant legislation is almost blank. The lag theory and legislation didn't support the large number of voting delegate inducing practical action with enough guidance and legislative basis, lead to chaos, serious violation of laws, and damage to the rights of the majority who are to be induced. This paper's topical value and purpose of writing is by reaching the basic theory of voting delegation inducement system, combine with the actual situation in China, explore the Chinese-style voting delegation inducement system model which is s in line with the needs of our country's security market and stock companies, and can promote the healthy development of them both. Put an end to the embarrassing practical situation which lack of legal basis and theoretical guidance, overcome damage to persons who are to be induced caused by the confusion, protect the interests of social investors, minority shareholders, increase their active participation in corporate governance, prevent company's "internal control". On theoretical perspectives and researching path, this paper adopt an combining empirical and comparative approach, draws heavily from other countries or regions about their existing theoretical research, practical and legislative experience, and pay attention to summing up the experience from our country's spontaneous voting delegate inducing practical action at the same time. Base on the inherent characteristics of China's security market and joint-stock companies, after a brief description on the voting delegation inducement's basic content, the relevant legislation and its practical effect at home and abroad, the necessity and feasibility of establishing and perfecting the system, the rest of the paper is divided into three parts:First part is construction of our country's voting delegation inducement subject system; Second part is construction of our country's voting delegation inducement behavior system; Third part is the probable negative impact and dealing strategy. The study of this paper focuses on referencing the existing relevant theories, legislation and practical experience from other countries, summing up the experience from our country's spontaneous voting delegate inducing practical action, exploring the regulation approach and the legislative means that fit the actual situation in China. The difficulties that have to be overcome is to make necessary choice or forward a clear position on a series of problems, in the background that in our academic the related research is either in great differences, or seldom discussed, especially on the induce subject qualifications and the price on inducement. Innovations on this paper include a partial rebuttal of the existing free inducement theory, argue that it is not entirely correct, and proposes to improve the legal liability of information disclosure.