| "Shareholders proxy solicitation"(hereinafter referred to as the proxy solicitation) is a civil act that the board of directors, independent directors or some shareholders delivery the letter of authorization with necessary items of blank vote to other shareholders who have voting rights and induce those shareholders to empower themselves to exercise their voting rights. The proxy solicitation is the new thing in the process of ongoing listed companies in China. It has pros and cons for the corporate governance. However, our country’ current proxy solicitation legislation is lagging behind and the existing law is ambiguous and short of operability in practice, therefore, to establish special legislation of the proxy solicitation is imperative. So, the article adopts the methods of case analysis and comparative study, analyzes our country existing proxy solicitation practice, concludes and sorts out the shortcomings of the operation of the proxy solicitation, and draws lessons from other countries and regions’ legislative suggestions.Besides the preface and the epilogue, this article is divided into four parts whose contents are briefly shown below:The first part is the system overview of the proxy solicitation which includes two parts: the legal definition and the theoretical basis. As for the legal definition of the proxy solicitation, this paper introduces the concept of the proxy solicitation, its advantages and disadvantages, and its differences from the traditional proxy voting. With regard to the theoretical basis of the proxy solicitation, this paper introduces two theories( "the centralism of board of directors and its amendment" and "the principle of the equality of shareholders") and elaborates the inner link between the two theories and the proxy solicitation.The second part presents the current situation and reviews the problem of the proxy solicitation. This part firstly enumerates China’s existing laws and regulations related to the proxy solicitation, then introduces the current situation of the proxy solicitation under the existing laws and regulations, among which the author analyzes the case of "Victory Shares Equity Dispute" and presents cases of the proxy solicitation happened from 2000 to 2013 in the form of a list. At the end of the paper, the author concludes and sorts out the deficiency of legislation and its corresponding problems on the basis of analyzing the above-mentioned cases.The third part is the experience and inspiration from extraterritorial proxy solicitation systems. This section introduces the legislation of proxy solicitation of the United States, Germany, Japan and Taiwan. By comparing the legislation in these countries, the author thinks that the related rules of the proxy solicitation in US are more advanced from which Japan and Taiwan learned to some degree. The running condition of the proxy solicitation in Taiwan has many similarities with that of the mainland. So it is necessary to learn from legislation in US and Taiwan when establishing our country’s proxy solicitation system.The fourth part is the improvement of our country’s proxy solicitation system. This part provides some legislative proposals for our country’s proxy solicitation legal system including the definition mode, the subject system, the information disclosure requirement, the statement system of false ban, the compensation system, which are all related to the proxy solicitation. |
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