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Research On The Protection Of Preferred Stockholder’ Right

Posted on:2016-11-06Degree:MasterType:Thesis
Country:ChinaCandidate:W Q ZhangFull Text:PDF
GTID:2296330479988246Subject:Law
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Preferred stock is a species widely used internationally, play an important role in the company’s financing process. November 30, 2013, The State Council promulgated "The preferred stock pilot guidance",March 21, 2014 The China Securities Regulatory Commission issued the "preferred stock pilot management approach", preference shares meet new opportunities of development. Up to now, there are several listed companies issued preferred stock. although the motivation is different, The plans of issue preferred stock reflects an astonishing consistency, Private placement, non-cumulative and other features. Private placement of preferred stock means illiquid, the trading is not active, the interests of preferred shareholders may be adversely affected, non-cumulative also cause damage to the interests of preferred shareholders. At present, both theoretical research and practical exploration about protect preferred shareholders have lagged far behind in china. The article has five parts, the first part introduce the legal implications, characteristics and types of preferred stock, then make a comparison with no voting rights shares; The second part analysis the rights of preferred stock and the necessity of protect the rights. The rights of preferred stock include : the right of vote, the right of information,the right of profit distribution and the right of sign residual property.The necessity is that :limited voting position,identity of shareholder, a smaller share reality and special provisions of preferred stock in china; The third part focus on the rights conflicts the conflict of rights and practice about right of protection in American, and confirms the necessity to protect the rights of preferred stock once again.then introduce the conflict between the preferred shareholders and common shareholders, preferred shareholders and board of directors, preferred shareholders inside for the first time; The forth Part analysis the current legislative situation and practical situation about the protection of preferred shareholders; The fifth part discussed how to protect the rights of preferred shareholders. First of all, the protection the rights of preferred shareholders should insist on re-balance and limited autonomy.Secondly, it is important to protect the rights of preferred shareholders through legal mechanisms.we should obey some basic rule,just like Jebwab rule, the fiduciary duties of directors and the necessary restrictions of business judgments. In the same time, the system of protecting the rights of preferred shareholders is needed, for example board of preferred shareholders, the reserve fund system. in addition, we could draw lessons from developed country about protection of preferred stockholder’right.it consists mainly of the cumulative dividend, undistributed dividends, various interpretations and cancellation of cumulative preferred dividends; finally analysis the application of law to protect the rights of preferred shareholders.
Keywords/Search Tags:preferred stock, conflict of right, protect the rights of preferred shareholder
PDF Full Text Request
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