"One Share,One Vote" And Its Implications For The Construction Of Chinese Company Law

China has revised its company law twice since its implementation twenty years ago in1993. Its theoretical foundation, the shareholder primacy norm, is copied from the United States. Shareholder control is placed at the center of corporate power. However, the reality of implementation is far from satisfactory. The check and balanced relationship between the three main organs (the shareholders’meeting, the board of directors, and the board of supervisors) in the company are not achieved. The unbalanced holding structure in joint stock companies, especially in listed companies, in which large shareholders (or the state) hold a large percentage of shares makes this even worse. The current corporate governance and corporate voting system allows large shareholders (especially the state) to expropriate minority shareholders, control the board of supervisors and board of directors. Chinese company law can reform its current corporate voting system in company law is a good choice for legislation.The general political voting theory and the development of the shareholder primacy norm cannot explain or solve China’s current issues. The solution provided by the general political voting theory is unmanageable. Bringing all relevant participants into corporate voting is impractical. The solutions provided by the latest developments of the shareholder primacy norm have no effect on China’s current problems. Preventing shareholders from expressing interests other than wealth maximization cannot balance the relationships between the three participants. The current problems in SOEs are mostly the result of political arrangement of the Chinese government. In order to control and develop SOEs, the shareholder primacy norms will not be abandoned. In private joint stock companies, loopholes in the company law allow for large shareholders to destroy the check and balance relationship between the SHM. BOD, and BOS. Thus. China needs to find a politically plausible way of reforming the current corporate voting system. To protect and develop SOEs, shareholder primacy norm will still be used in the company law. Thus, China’s first task should be to complete the relevant rules necessary to implement the shareholder primacy norm. However, through application of other corporate governance models and corporate voting systems, China can apply them to its own law and work to solve existing problems.The construction of Chinese company law has not been completed and the discussion in this thesis on the voting system is only one aspect of what is a multifaceted issue. Innovation in revising the law is necessary because China has its unique characteristics that must be taken into consideration. Further discussion and unique innovation will be necessary in the process of legislation. As long as China’s legislature is open to this question of revising its company law. China will be sure to develop its own unique model.Chapter Ⅰ is an introduction to the thesis. In chapter Ⅱ. the problems of company law and corporate governance in China are reviewed by use of a structural perspective. The relationship between these problems and shareholder voting are also reviewed. In part Ⅲ. other models for corporate governance and corporate voting are discussed. China should learn from other countries in its construction of the company law. Innovation is necessary because China needs to adapt to its own unique circumstances rather than blindly copying existing company laws from other countries. In the conclusion, the fact the construction of Chinese company law needs further discussion and the fact that China should be open to reviewing its current law is discussed. Corporate voting is only one of many issues in company law and the revision of the current company law needs more discussion. China’s circumstances, its company law’s history and theoretical foundations, and other countries should all be concerned to create China’s own corporate voting system.