Research On The Exclusion System Of The Voting Right Of Shareholder

The exceptional exclusion of shareholders’voting right is that when shareholders(in particular, controlling shareholder) and the voted resolutions of shareholder meeting exist particular interests, resulting in shareholders’ own interests conflict with company interests:to the resolutions, shareholders or their agents shall not be allowed to vote on their voting rights, nor to exercise voting rights. Since the system can rectify the principles of majority rule and one vote for each share held, it can also help to pursue the substantial equity.The number of the above shareholders’ voting rights is also eliminated from the total number of voting rights.Our country’s Company Law has established this system after being altered 2005.However, this provision is limited to the company for shareholders to provide security situation, this thin provision is not perfect and is lack of feasibility.Therefore, China should learn from abroad on the basis of relevant legislation and academic research,and considering our own national conditions and legislative situation,building a detailed, complete and operable system of shareholder voting rights excluded.This paper clarifies the shareholders’voting rights exclude system and related concepts first, then analyzes the function for subject and with the relationship of the majority rule. Analyzing the existence of theoretical basis and system value of shareholder voting rights exclude system.It also expounds the legislative situation of shareholders voting rights system in other major countries and regions and the value of the dispute on abolish.On the basis of systematic analysis of the profile of the current provisions on the system and the flaws.Then it analyses systematically the profile of the current provisions on the system and the flaws.Finally, a reasonable improvement recommendations based on defect analysis and draw on relevant legislation in other major countries and regions.Finally, providing a reasonable improvement recommendations based on defect analysis and draw on relevant legislation in other major countries and regions.The article is divided into four parts:The first part is an overview of the shareholders’ voting rights exclude system.This partial exclusion shareholders’voting rights exclude system from the intending, theoretical basis and system value. For the connotation of shareholders’ voting rights exclude system from the system meaning,comparison with related systems and relationship with the majority rule to uncover this system.lt discusses the legal basis of the system from the modern legal pursuit of the essence fair,shareholders’reasonable expectations and controlling shareholders’fiduciary duty theory.It introduces the value of the system mainly from the protection of company interests, the protection of disinterested shareholders’interests and prevention of shareholders’meeting resolution of defect.The second part are investigation and enlightenment of shareholders’voting rights exclude system extraterritorial.Through comparative study of relevant legislation from all over the world and its modification,discuss the dispute of the value on abolition.Thereby we can get enlightenment in improving the relevant legislation.The third part are legislation and defect analysis of shareholders’voting rights exclude system.In this part, it describes the relevant legislative provision and defect dialysis of the system in company law and other normative documents.And then point out the defects of the provisions.From the view of the regulations in our country.The defects of the system include the structural system is not complete,applicable subject range is not clear,applicable subject range is too narrow,the application procedure of shareholders’voting rights exclude system is not clear and the judicial relief is lack.The fourth part is the core part of the article,it puts forward legislative suggestions to perfect shareholders’voting rights exclude system.To put forward some sound and reasonable recommendations I think we should construct a sound system firstly;Secondly, determine the scope of the subject,expand the application of the subject,determine applicable procedure and sound applicable remedies of violation shareholders’voting rights exclude system.