Study On Classified Shareholders’ Voting System

As an indispensable part in the system of classified shares, classifiedshareholders’ voting system plays an important role in protecting the rights ofclassified shareholders and balancing the conflicts of interests of different classes ofshareholders. Classified shareholders’ voting system has gone through a relativelylong time of development and formed a perfect theoretical and practical systemoverseas. However, limited by the company capital control system and the traditionaltheory of company law, the company law of China has been in difficulty in theintroduction of the system of classified shares. Even though, classified shareholders’voting is not an unfamiliar concept in China. From the class voting of theshareholders of A-shares and H-shares, to the class voting of public shareholders, andto the class voting of preferred shares in the current pilot, classified shareholders’voting seems to have been adopted and applied in the company practice in China. Butthe related legislations are fragmented and the ranks of such legislations are too lowand there are many conflicts and contradictions therein, and we can not even figureout their common theoretical basis behind.Therefore, this paper starts from the perplexities in the practice of classifiedshareholders’ voting in China, along the thought of raising problems, analyzingproblems and solving problems, on the basis of comparing the legislation and practiceof classified shareholders’ voting overseas, and concludes the connotation ofclassified shareholders’ voting system and responds to the relative problems one by one. Furthermore, the author also puts forward some opinions and suggestions on theestablishment of classified shareholders’ voting system in China.There are four sections in this paper, and their main contents are as follows:In the first section, this paper introduces the connotation and value of classvoting and classified shares firstly. And then comb the practice of classifiedshareholders’ voting in China in different periods. Eventually, the author summarizesthe problems and perplexities in the practice of classified shareholders’ voting inChina.In the second section, this paper discusses the logical premise of classifiedshareholders’ voting system-the classification standard of classified shares. Firstly,this paper inspects the main classification standards of classified shares in thecompany laws overseas. Then, on the basis of the comparison of above standards,come up with the suggestion of the standard we should adopt. At last, this paperexamines the rationality of the classification in China from the perspective of rightdifferentials.In the third section, on the voting range of classified shareholders, this paperinspects the standard classified by the harm of classified shareholders’ rights which isrepresented by the legislations of Japan, Korea and Taiwan, and the standardclassified by the change of classified shareholders’ rights which is represented by thelegislation of UK. And then by making a comparison of these two standards, presentthe suggestions combined with the current development in China.In the forth section, this paper focuses on the procedures of calling, holding,attendance and voting of classified shareholders’ meeting, and offers proposals in thelegislation in China on that basis.