The Listed Company Proxy Solicitation Related Studies

The proxy solicitation is an important means of governance on listed companies. And it could stir up shareholders (especially minority shareholders) to participate in company management, bring General Meeting of Shareholders into full play and in the meanwhile is a channel to check and balance company management layer and to perfect company governance. This activity has been governed under laws in many countries and districts, such as USA, Germany, Japan and Taiwan. Although no integrated and complete proxy rule has been established in our country, there have already been cases that utilize proxy solicitation in management practice of listed companies. And along with the reduction of stated-owned shares and reform of the shareholder structure of listed companies, the structure of shares turns out to be more and more decentralized. Our country has the space for running of proxy solicitation. So it is necessary to for us to do a thorough analysis on this problem. Based on the rules and legal practice in USA as well as in Taiwan, this paper discusses the problems on the definition of proxy solicitation, subject qualification of proxy solicitation, information disclosure of proxy solicitation and expenditure compensation of proxy solicitation. At last part, after introducing cases happened in the practice of our country, the paper summarizes the features and problems accordingly and puts forward advices on what our country should choose in future legislation.Except the introduction and conclusion, this paper is divided into three chapters and around42,000words.Chapter one is the general introduction of proxy solicitation of listed company, including the origin and development of proxy solicitation and the definition of proxy solicitation of listed company. In the definition part, this paper firstly differentiates the proxy solicitation with general voting right proxy and agent relationship in civil law and introduces the definition of proxy solicitation in USA and Taiwan. Then this paper makes comments on it. Chapter two is the specific content of proxy solicitation, including the definition of proxy solicitation, subject qualification of proxy solicitation, supervision mode and criterion of information disclosure of proxy solicitation and expenditure compensation of proxy solicitation. There exists obvious difference between USA and Taiwan on the problem of subject qualification of proxy solicitation and the criterion of information disclosure. The expenditure compensation part mainly discusses the rules and legal practice in USA since Taiwan does not stipulate this aspect in its proxy rules. Besides, this paper makes comments on the above issues accordingly.Chapter three is about the legislation of proxy solicitation in our country. This chapter firstly introduces cases happened in the security market of our country, summarizes features and shortages of these cases. Then this chapter combs out the current regulations in connection with proxy solicitation. Based on the above analysis, this paper suggests that our country lay down specific proxy rules in the future legislation, and in the meanwhile puts forward legislative advices on the definition, subject qualification, information disclosure and expenditure compensation of proxy solicitation.