The Legal Issues Of The Subject Qualification Of The Proxy Solicitation

At the end of 2013, some opinions of the State Council on protecting medium and small investors’ rights and interests (referred to as Nine Articles of the State Council) was issued. For the first time, protection for public investors’ interest has been promoted to the strategic resource. The public have already paid attention to it. The Nine Articles of the State Council relax the restraints of subject qualification of proxy solicitation, only which can create favorable conditions to improve the effect of the proxy solicitation and stir up minority shareholders to participate in company management. But according to its specific situation, different countries take different legislative mode, especially for the United States and Taiwan. However, in our country, we still lack specified legislation about the subject qualification of proxy solicitation. Many scholars have carried out studies on its definition, information disclosure, legal liability and other aspects. Regulations about it are different in other countries. In terms of the subject qualification of the proxy solicitation, scholars didn’t combine with the actual situation of our country or make further research. Because of the lag and the vacancy of the law, the proxy solicitation is difficult to exert its effect. The medium and small investors’ rights and interests has been infringed. Research on the subject qualification of proxy solicitation is a starting point, and it contributes to exploring and perfecting the proxy solicitation. In this paper, the author introduces the rules of the proxy solicitation in America and Taiwan Zone and hope we could perfect the system in our country from the perspective of protecting the interests of small shareholders according to foreign experience.This paper is divided into four chapters, and the contents are as follows.Chapter one is the basic theory of the subject qualification of the proxy solicitation-from the perspective of the allocation of the control right. The author clarifies the significance of the proxy solicitation and protection for small investors’ rights. Then it can lead on the theoretical basis which can expound and support my viewpoints.Chapter two is about the legislation of other countries about the subject qualification of the proxy solicitation. This part mainly introduces the experience of America and Taiwan Zone, as the most representative samples. The United States has complete legal system and dispersed ownership structure, so the proxy solicitation prevails in America. While Tai Wan according to its special circumstances take strict rules and regulations to limit the subject qualification.Chapter three is about the controversy and analysis of subject qualification of the proxy solicitation, which based on the Nine Articles of the State Council. This is the most important part in this article. According to the practical case and scholar’s viewpoints, from the perspective of protecting the interests of small shareholders, I draw the conclusion about the subject range, that is shareholder qualification and the permission of the board of directors.Chapter four is about the legal perfection from the perspective of protecting medium and small investors’ rights and interests. It suggests legislative problems and implementation of the Nine Articles of the State Council. The articles of association should not provide the proportion of shareholders to limit the proxy solicitation. We should create conditions for small investors to exercise shareholder’s voting right and relax our constraint of qualification of collector.