The Study On The Construction Of Shareholders’ Pass-through Voting Rule In China

Pass-Through Voting is a rule that the shareholders of parent company directlyexercise the voting rights of the subsidiary in which occurs fundamental changesunder the enterprise group.The rule is generated for solving the parent companyshareholders’ rights cut problem.It is a effective measures to protect the rights of theparent company shareholders.As a basic right of shareholders, voting right is thefoundation of the other rights of shareholders, and pass-through voting is theexpansion of the voting right in the essence.Right expansion may break the existingcompany law structure and balance of interests if the law does not have thecorresponding rules.To put a breakthrough on the structure and balance,we must fullydemonstrates the necessity and feasibility of this breakthrough, and designs areasonable rule in order to repair the broken structure and the balance, so that it is notcause a disorders to the entire company law system.Therefore, this paper based on thesummary of the Pass-Through Voting theory, reveals the necessity and feasibility ofconstructing Pass-Through Voting rules in our country,reference to foreign legislationand practice about Pass-Through Voting, existing provisions on enterprise groups inChina, and finally put forward a specific design of Pass-Through Voting rules inChina.Besides the preface and conclusion, this paper is divided into three chapters:The first chapter, the basic theory of Pass-Through Voting. This chapter firstintroduced the concept of Pass-Through Voting, and summarized the development ofPass-Through Voting from two aspects of legal precedent and theory.Then theshareholders right cut——the causes of Pass-Through Voting are analyzed, andPass-Through Voting be raised under the deficiencies of existing strategy are pointout.Finally,this chapter reviews the basis theoretical of Pass-Through Voting,andpoints out that the group theory is the best theory to explain Pass-Through Voting.The second chapter, the necessity and feasibility for our country to constructPass-Through Voting Rule. This chapter first points out that the development of theenterprise group legislation is lagging behind in the enterprise itself in our country,but in some special field there is some legal regulations contains the legal principle of Pass-Through Voting Rule.Then, this chapter elaborates the necessity for our countryto construct Pass-Through Voting Rule from two aspects,which are the shareholderright cut problem and the Pyramid ownership structure problem.Finally, this chaptermake a carding and response on the question of Pass-Through Voting Rule,and take afeasibility analysis on constructing Pass-Through Voting Rule in our country.The third chapter, the specific design of Pass-Through Voting Rule in our country.The basic concepts in the Pass-Through Voting rules are defined in the first part ofthis chapter.Then,points out that matters through Pass-Through Voting applicable onlyto fundamental changes of subsidiary,and explicit the fundamental changes ofsubsidiary to the way of enumeration.The last part discusses the special problems ofPass-Through Voting rules:multi-layer Pass-Through Voting.This paper has threeinnovations about the Pass-Through Voting:First,definite the relationship betweenparent and subsidiary companies with the proportion of assets under the rules ofPass-Through Voting;Second, summarize the scope of fundamental changes to theway of enumeration;Third,make a classification study on the multi-layerPass-Through Voting.