Research Concerning The Proxy Solicitation System Of Shareholder’s Voting Right In Listed Corporations

The proxy solicitation is an important means of governance on listed companies. Proxy solicitation is a listed company shareholders exercise their voting rights, and actively participate in the governance of the important ways. Acquisition system in the proxy statement with dispersed ownership as the main feature of the modern company has produced its inevitability. With the increasing fragmentation of modern listed company and shareholder rights awakening of consciousness, some shareholders of the company’s managers no longer remain "rational apathy" and instead call for the right to compete for control the company’s shareholders’ voting rights by proxy.The first chapter----the combing of listed company proxy solicitation system---introduces the proxy solicitation historical origins, and then classified the proxy solicitation in subject and content. Finally, the proxy solicitation compared with the general voting rights proxy, voting trust and equity acquisition of these behaviors, summarize the differences between each other, thus distinguish several similar behavior, highlighting the advantages of proxy solicitation and efficiency, deepen understanding of the concept of proxy solicitation.The second chapter---China’s listed companies proxy solicitation practices----introduced since the "Jun Wan dispute" occurred 1994, there are many proxy solicitation cases have appeared in the stock market. Such as the "Shengli stake in the dispute", the board of Qingdao Double Star Shoe proxy solicitation and so on. There are many problems in China’s listed companies in the proxy solicitation activities. Meanwhile, based on the principles of justice proxy solicitation system for legal regulation, to achieve equal status with the balance of interests between man and the person being summoned solicitation, solicitation between people.The third chapter---Listed company proxy solicitation system analysis and comparison---introduces the listed company proxy solicitation’s commitments to confirm the qualification, disclosure of information, shareholder proposal system and collection fees. First, the main eligibility, the United States, Japan and Taiwan in the laws of the proxy solicitation of the main qualifications taken two very different attitudes, our country can learn from Taiwan’s legislature, on the one hand allows more subjects to participate in proxy solicitation, on the other hand the subject of strict eligibility limit. Secondly, in terms of information disclosure, Taiwan’s information disclosure rules detailed, demanding, and the U.S. disclosure rules more broadly; while in terms of shareholder proposals, including the qualification of the sponsors of the shareholders, whether to allow minority shareholders to the shares of the company joint approach proposal, if the proposal is adopted by the consent of all the shareholders shall be informed of aspects were compared and analyzed. Finally, in the listed company’s proxy solicitation expense side, should be between the company and the collection of people looking at the expense of the balance, in order to determine the expense.The forth chapter----China’s listed companies to improve proxy solicitation legislative proposal ---introduces the China’s current legislative situation regarding proxy solicitation, put forward the legislative proposal of the right as principal, information disclosure, shareholders’ right of making motions and the proxy solicitation expense.