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The Relfection And Rebuilding Of Passing Through Rule Of Shareholder’s Voting Rights In China

Posted on:2015-02-21Degree:MasterType:Thesis
Country:ChinaCandidate:K LiFull Text:PDF
GTID:2296330467967910Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
Shareholders’ rights are mainly achieved through exercising the voting rights on certainmatters of the company. It is without a doubt for the traditional single-type companies.However, as for the parent-subsidiary company, if voting rights on the Company’s matters aregiven to the shareholders only from the perspective of system design, the protection of theinterests of the shareholders of the parent company is debatable. In particular, because of theembedding of subsidiary companies and even more levels of the company, if those matterswhich are supposed to be decided by the shareholders of the parent company are avoidedthrough legitimate ways, the shareholders of the parent company will lose some or all of thedecisions of the parent company. This is the reduction of parent company shareholders’ rights.But in reality, the corresponding issue is the loss of state assets which is caused by theestablishment of all levels of the corporate entity.This paper is meant for dealing with the problem of penetration system of shareholder’svoting rights in parent company. Recently the problem of shareholders’ voting rights has beenvalued by law scholars in the company. However, in the educational circles, this kind of rights isnot clear and there is no legal foundation of the system. Is it sudden that the new system whichrescues the shareholders’ voting rights of parent company in China will be written into law?Domestic research also lacks the high-level adequacy analysis of the system supply and actualdemand of the problem. Voting rights penetration system should be applied in which situation isthe problem to be answered in theory and practice.On this basis, this paper first gives the examples of subsidiary major asset sales to clear thepath of the reduction of parent company shareholders’ rights. Thereby this paper introduces theconcept of the penetration voting right, introduces the trend of breakthroughs of shareholders’rights innovatively and puts it into the penetration right system of shareholders of the parentcompany. At the same time, this paper systematizes the other regulations where the parentcompany shareholders of the same level participate in the decision-making system of thesubsidiary company shareholders. Through introducing the rules of relevant theories and cases,this paper further demonstrates the legitimacy of penetration exercising of the voting right. Then the paper further analyzes this issue by clarifying the development of the system of penetrationvoting rights and investigating the relevant theory and practice of American and Germancompany laws. the article introduces the penetration voting system in details and preciselyanalyzes the supply and demand, and show the emergency to solve the stated-property loss byusing detailed data. The article also reflects on the fewer regulations supply from two aspects:one is from all the company legal items designed to protect the shareholder interests. the other isfrom the items of parent company penetration voting right actually entitled by the companylegal items. lastly, the article points out three principles of penetration voting right establishment,propose such principle should follow the rule of ‘unique’, correction of interest imbalanceand medium and little shareholder’s interest protection, besides, the article also highlight thedesign of penetration voting right system should consider two main factors: firstly, the physicalfoundation of penetration is the central level from the subsidiary company to parent company.Secondly, penetration regulation should be suitable on occasion when subsidiary companystructure changes. The article also tries to list some condition of penetration voting right incombination with virtue.There are some innovations in the article. Firstly, in this article penetration voting rightinstitution was root in the system, and this right was properly fixed. The article also classify thetheoretical basis suitable to it from every aspect. Secondly, according to the insufficiency, lowerlevel and non-system, in combination with the present situation of stated-owned property loss,the article strongly proves the necessity to build the penetration voting right system. Finally,referring to the latest foreign research into the penetration voting right system and practice, incombination with some closely-related laws in our country at present, the article initially sumup the condition suitable for the penetration voting right system, thus build a appropriatestructure to establish our own penetration voting right system.
Keywords/Search Tags:Minority shareholders of the parent company, voting right, passingthrough of voting right, structural decision
PDF Full Text Request
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