The Study Of Shareholders’ Voting Rights System

Company as the most important modern commercial organization plays an important role in social and economic development. One of the most important differences between the company and the traditional enterprise is the separation of ownership and management. That is to say after the investment the shareholder not having the daily routine control of the company. The shareholders’ voting rights can be said one of the most important rights and the most effective method for the shareholder to intervene the companies’issue. So the study on the shareholders’ voting rights is very important to regulate the exercise of shareholders’ right and to protect the rights and interests of the company. This paper combines the theory and practice with foreign advanced legislation experience. The key research is how to exercise the voting rights and the limitation of exercising the voting rights. This paper puts forward some opinions in order to perfect the shareholders’voting rights of our country.The whole thesis is divided into three parts:preface, text and epilogue. The text is divided into four chapters:The first chapter is the introduction of shareholders’voting rights. This chapter is divided into four sections including the connotation, character, classification and the range of exercising the shareholders’voting rights. For laying the foundation of further investigation, this chapter also attempts to grasp the basic issues in macroscopic view.The second chapter, which is divided into two sections, is the key of this paper, mainly discussing the exercise of shareholders’ voting rights. The first section is the analysis of the principle of shareholders’ voting rights, which focus on one-share one-vote principle and the capital-majority principle. These two are the core principle of the current shareholders’ voting rights system. The second section is about how to exercise the shareholders’voting rights in four ways:exercising by oneself, exercising by agent, exercising by written words and network voting, and also the problem of non-uniformly exercising. This section focuses on exercising by agent and exercising by written words.The third chapter is the most important chapter for the special principle of the shareholders’ voting rights. This section is about today’s advanced shareholders’ voting rights exercising system including the cumulative voting system,trust voting system and proxy solicitation system. This chapter’s content is very complex and has an important guiding significance. This chapter compares our country’s current legislative situation with others and analyzes the advantages and disadvantages of the three systems in theoretical way. Moreover, it puts forward our own suggestions on how to establish and perfect the relevant regulations.The fourth chapter is the restriction of shareholders’ voting rights.This chapter is divided into five sections. It discusses the non-voting-right shares in the first section and the limitation of one-own-share, mutual-holding-share and the controlling shareholders’ voting rights in the second to the fourth section. The limitation of the mutual-holding-share is importantly discussed part because of its complexity. The last section is the elimination of voting rights system. In this chapter we are trying to find how to develop the limitation of shareholders’ voting rights from its necessity and other countries’ legislative practice.