On The Decision Of The Majority Of The Capital Of Abuse And Regulation

The establishment of Majority Rule has profound theoretical and practical significance, which has now become a basic principle of the general meeting of stockholders of many countries in the world,it’s also meet the needs of the development of market economy,and it plays an important role in making the clear duty of large shareholders,stimulating large shareholders’ investment enthusiasm,balancing the conflicts between shareholders.This paper intends to make manifestations of Majority Rule as an entrance,then analyses the harm of abusing Majority Rule,and learn from foreign experience in the governance of abuse of Majority Rule,to construct the regulatory system of Majority Rule in our country.The first part of this paper starts with the theoretical analysis of manifestations of Majority Rule,divided into three parts,firstly,to affirm the social value Majority Rule;secondly,to analyze the manifestations of the abuse of the Majority Rule from three aspects;finally,to analyze the causes of the abuse of Majority Rule profoundly.The second part of this paper identify the standards of abuse of Majority Rule,and analyze its harms.Firstly,to summarize the harms of abuse of Majority Rule appear in company practices from five aspects:to prevent the realization of the principle of equality of shareholders;to cause initiation of shareholders’ meeting;to cause monopoly situation of voting power;to cause majority tyranny;to impact interests of stakeholders.Secondly,to define the standards of abuse of Majority Rule in two aspects,the abuse of rights of shareholders and the degree of judicial intervention.The third part of this paper analyzes and summarizes the experiences of governance in many countries for the abuse of Majority Rule and ways worth our using for reference.Mainly summarized and analyzed from two aspects,one is Anglo-American Legal System,the other is Continental Legal System.And to clear how these countries to govern the harms of abuse of Majority Rule in the legal system.At the same time,according to China’s national conditions,to analyze whether we can use in legislation of the company.The fourth part of this paper proposes the idea to build and improve the governance system of the abuse of Majority Rule in China.Firstly,to perfect the voting mechanism and to propose measures in principles of governance the abuse of Majority Rule.Secondly,in the exercise of shareholders’ using their rights,we should strength their rights of proposal,question and request shares repurchase while they have different opinions.Lastly,strengthening shareholders’ right to appeal.While their rights have been infringed,they should have the right to safeguard their rights through direct action or indirect action.