An Empirical Study On Listed Corporations’ Improper Rejected Bills Of China

The phenomenon of “alone big” always exists in China’s listed Corporations. Majority shareholders can dominate the will of listed corporations. Recently, more and more bills of listed corporations were rejected. These rejected bills are dominated by controlling shareholders. However, one minority shareholder may reject one bill which is connected transaction. So its rationality is doubtful. Improper rejected bills are very likely to exist. Improper rejected is not a legal terms, it should be a new legal phenomenon. This phenomenon can not be explained only by theory, so we should connect theory and empirical study to explain the phenomenon.As mentioned above, this paper mainly talks about some legal issues on Listed Corporations’ improper rejected bills by analyzing shareholders’ meeting public announcement of 2014 in the Shenzhen Stock Exchange. It can be divided into three parts: Introduction, Body and Conclusion. The body of the paper is divided into four chapters.Firstly, the background and the research reality of the topic as well as the research methods of the paper will be described in the Introduction.The first chapter summarizes the basic situation in rejected bills of shareholders’ meeting of listed corporation in china. The first section of this part has an overview of the statistical data from the global, so we calculate the total number of announcement which contain rejected bills and the whole number of rejected bills. In the second section, we classify the rejected bills by their characteristics and the factors which can influence the bills, and we find the bills about connected transactions takes the majority proportion of the whole rejected bills. In the third section, we introduce the possibility of improper rejected bills, and we analyze two major forms and the harmfulness of “improper reject”.The second chapter talks about the condition which can make the rejected bills of listed corporations come out and two factors which have an influence on fair or not of rejected bills. The first section tells us the conditions which can make rejected bills come out by analyzing our corporation law. Through analyzing, we find shareholders voting right is the fundamental condition of its formation, and the capital majority rule is a direct impact on the condition of its formation. In the second section, we introduce two important factors affecting a bill to be “benign veto”. One of them is connected transaction, and the other is network voting system. I take the way of combining data and theory to prove the connected transaction is the decisive factor which can affect the rejected bills to be “benign veto” or not,while the network voting system is one of the important factors which causes the effect.The third chapter mainly talks about some reasons which exist in rejected bills of listed corporations. The first section introduces the direct reasons which can affect rejected bills from the perspective of connected transaction. One of them is that shareholders can not distinguish which bill is fair or unfair because of dual character of connected transaction. The other is that one bill about connected transaction is passed because that some shareholders do not vote. In the second section, we talk about the indirect cause of “improper reject” by analyzing Shareholders’ voting rights and information disclosure of connected transaction.Through the perspective of regulation of connected transaction, the fourth chapter puts forward some suggestions about lawmaking and specific system which can promote rejected bills of listed corporations to become favorable. Firstly, from the point of legislation we propose the establishment of systematic system and integral system. Secondly, we analyze the specific systems of regulating connected transaction, such as the vote avoidance system of shareholder and the independent director system. Then we provide improvement suggestions for avoiding problems faced by the specific regulation system.In the conclusion part, we make a summary to the whole article, we also point out the innovation and deficiency.