Perfecting The System Of Shareholders’Voting Rights In China

Well-known companylaw experts in the United States, Easterbrook and Fiscel, once said:"If limited liability is the most striking feature of the Companies Law, the shareholders’voting rights will be the second significant feature."Shareholders’ voting right system, which means that the shareholders can independently discuss disposals and vote to decide whether or not to accept that proposal at company meetings, is a very important regime in company law. It is the connecting point between corporation ownership and. corporation controlling, and makes an important approach for shareholders to obtain their interests. Shareholders’ voting rights system can effectively protect the legitimate rights and interests of the shareholders to ensure the development of corporate governance toward healthy track.According to the company law, shareholders exercising their voting right will result in the company’s resolutions, and none institution in a company could be enforced without shareholders’ voting at the company meeting.China’s system of shareholder voting rights has been the major issues in the Companies Act, but the study hasn’t got enough attention from the theory circle until now, and the rules of which are not accomplished in legislation. Because of subsidiary institution shortages and negligence in legislation, shareholders’ voting right system doesn’t play it’s role. Many defects appear when we run the company.The theoretical study of the domestic shareholders’ voting rights has the following characteristics:1.Not pay enough attention, and No systematic papers and research are concentrated in the shallow.2. The explore and study of foreign system is not combined with China’s actual conditions, and the introduction of the system can not be fully applicable.3. Study of the voting rights of shareholders are too dispersed and isolated, and there’s no systematic study and the research focus is confined to the exercise of shareholder voting rights. Overall, the research base of our shareholders’ voting rights is weak, and the guiding to the practice has little significance.1will discuss about the shareholders" voting right from both the view of theory and practice, and then point out the problems existing in legislation and operation. Referring to foreign legislation experience in this area, the paper makes suggestions about how to improve the Voting Right of Shareholders.It is divided into four parts:The first part:explaining the relative theories about the shareholders’ voting right. This chapter devotes itself into the exposition of the definition, legal character, belonging and development tendency etc. of shareholders’voting right.The second part:showing how the voting right of shareholders works. The analysis is mainly upon basic principles of operation and methods of exercising the voting right.The third part:an retrospection of the shareholders’voting right. By analyzing its legislation and operation, I will render four shortcomings lying in this regimes. Relative regulations in civil law and case law will be involved.The fourth part:sound suggestions. According to the problems in the area of shareholders’voting right system, sound suggestions will be addressed such as improving the legislation, accomplishing the principles and approachs of practice. establishing more protections for the minority shareholders and varieties of remedies to the shareholders’voting right.