Research On Shareholders Voting Proxy Solicitation System

Shareholders voting proxy solicitation is also known as proxy solicitation or proxy collection. Shareholders voting proxy solicitation system is an result of the continuous development of corporation governance, and an natural result of the continuous development of corporation law theory and corporation law practice. The trend of modern corporation development is from closed to open, the sharply increase of corporation scale and shareholder number make the corporation governance structure and institutional arrangement become more and more complex. Due to the development of corporation is towards openness, the center of corporation governance moves from possessor to operator i.e. board of directors. Because of the reasons in minority shareholders themselves, such as rational apathy, free-riding, justice, etc. and current corporation legal system lacks arrangements for minority shareholders to participate in corporation governance, the right of speech of minority shareholders is not enough to influence company’s operation decisions. All the aforesaid conditions make some shareholders especially minority shareholders have not enough motive to exercise their voting right. Thus an institutional arrangement of corporation governance to protect minority shareholder right and interest is urgently needed. Shareholders voting proxy solicitation system provides an possibility for minority shareholders to participate in corporation governance. Shareholder can collect voting right which is dispersed in minority shareholders, and make the voting right of minority shareholders influence corporation governance. This system provides a practical approach of collective exercise for minority shareholders’ voting right. Shareholders voting proxy solicitation system has a history of tens of years in developed countries, the study of this system in China starts very late. There are no systematic provisions in current corporation legislation in China. The immature legislation and practice restrict the perfection of our corporation governance system.This thesis mainly demonstrate the development and practice of Shareholders voting proxy solicitation system in our county. Firstly, the author uses the method of historical analysis to analyze the birth, concept and functions of Shareholders voting proxy solicitation system; Secondly, the author make an outline of the legislation. and practice of this system in developed countries. Thirdly, the author concludes current development and practice of this system in our countries and makes an exploratory research of this system. Shareholders voting proxy solicitation system is an institutional arrangement generated from the development of corporation theory and practice, and the ultimate purpose of research is that it can be applied to practice. Thus the key factor and emphasis of this thesis is how to apply this system efficiently in out county. Although there is no systematic legislation in China, but there are several such cases happened in out securities market. On the one hand, shareholders voting proxy solicitation system can improve corporation governance and become an approach to protect the right and interest of minority shareholders; on the other hand, this system can be used as an tool to disturb normal corporation operation. Thus, the study of shareholders voting proxy solicitation system, comparing and referring to foreign legislation and practice, and exploring our own shareholders voting proxy solicitation system is of great significance.