Research On The Essence Of Shareholder’s Right

The shareholder’s right has been considered as a special right, which is essentially different from creditor’s right, in China. However, the boundary between these two rights has been blurred already. Although the structure of shareholder’s right has a probable nature, compared to the structure of creditor’s right having some inherent contents, we can only distinguish them from each other by whether they are registered as shareholder’s right. The relationship between a shareholder and the corporation is contractual and the content of which could be flexibly changed by free negotiation. Thus, we should regard it as a contractual right bundle. From this perspective, the standard content of shareholder’s right and the choices between opt-in or opt-out rules should be settled by analyzing the reasonable expectation of shareholders. The notion of vested rights, meaning that they should absolutely not be restrained or excluded by the articles of corporations or resolutions of general meetings, must be abandoned. Finally, the validity of amending articles of corporations also should be based on the reasonable expectation; even the mandatory rules need to leave some room for such reasonable expectation.