Research On The Exclusion System Of Shareholders’ Rights Of Voting

ABSTRACT:The exceptional exclusion of shareholders’voting right is that when shareholders(in particular, controlling shareholder) and the voted resolutions of shareholder meeting exist particular interests, resulting in shareholders’own interests conflict with company interests:to the resolutions, shareholders or their agents shall not be allowed to vote on their voting rights, nor to exercise voting rights. The system can effectively cure unbalance of shareholders’interests, to prevent the abuse of the relationship between shareholder capital is most determined and control the system also contribute to improving corporate governance and activate a meeting of the system of voting rights exercised their voting rights mechanisms with limited system, the exception of voting right out of the system has its own values and the rule.In China, the article16of the new corporate law is initial establishment of institution of exceptional exclusion of shareholders’voting right, but the legislation is lack of comprehensive focus on it, whether to the object of its applicable circumstances.This article is divided into introduction, chapter Ⅰ and chapter Ⅱ, chapter Ⅲ, chapter Ⅳ and conclusion, altogether six parts.Introduction part expounds research background and research purpose and innovation and deficiency of this article.Chapter Ⅰ "Basic Theory of the Exceptional Exclusion of Shareholders’Voting Right", first elaborates the legal nature of the system, secondly, the system and other related in stitutions in a systematic, and analyze the legal basis of the system and adjust function and limitation.Chapter Ⅱ "Comparative Study of the Exceptional Exclusion of Shareholders’ Voting Right", divided into two parts mainly, mainland legal system countries and Anglo-American legal system countries, through comparative study of relevant legislation from all over the world and its modification, explore the value of the system and the suitable conditions.Chapter Ⅲ "Present Situation of the Exceptional Exclusion of Shareholders’Voting Right and Defect Analysis", through the regulation of our "company law" and other laws and regulations, expounds the defects existing of the exceptional exclusion of shareholders’voting right in use of companies in our country.Chapter Ⅳ "Improvement of the Exceptional Exclusion of Shareholders’Voting Right in Our Country", put forwards four suggestions:improves the legislation style of the exceptional exclusion of shareholders’voting right; expands the scope of the exceptional exclusion of shareholders’voting right applicable subject; expands the scope of the exceptional exclusion of shareholders’voting right applicable object; perfects the litigation relief system of the exceptional exclusion of shareholders’voting right.Conclusion reiterates the article point of view, and sums up the text, points out the necessity of this system and how to develop it.