A Basic Theory Study On The System Of Special Management Shareholder Rights Of State In SOEs

As a new legal system concept, special management shareholder rights carries many functions, such as the perfection of state-owned enterprises’ modern governance system, the promotion of SOE shareholding system reform, and the development of mixed-ownership economy. The rule of law is the appropriate way to make the system to be conversed from policy conception to enforceable legal system to establish its legitimacy and clarify its position in our legal system.Special management rights in the state-owned enterprises is a kind of class shares implemented by the state, which strengthens the management capabilities, and it is a Chinese version of class shares in the context of SOEs. The so-called special rights virtually is a dysmorphism of for certain kinds of child rights in traditional equity under different degrees of expansion, narrows even stripped and re-arrange the combined result on this basis, its expression is still enjoyed rights of shareholders is type of performance equity. At this point, the state special nature of the Special Management Unit in line with the type of shares; In addition, from the reality of China’s reform and development of state-owned enterprises, the national special Management Unit identified as "equity" instead of "shares" in favor of a legal nature maximize its system function, therefore, the State-owned enterprises management Unit in special legal nature belongs to a new type of special types of equity shares under. Thus, the country can be defined as a special management unit, in the state-owned enterprise reform process, in order to maintain national control over specific enterprise, in accordance with "Company Law" and "State-owned Assets Law", set in the state-owned enterprises in the country attached special Special types of share management rights, the holder with multiple voting rights or veto on specific issues; this new shareholder rights are applicable to specific objects, specific subject of rights and powers of the contents of specific features.In China the creation of state-owned State Special Management Unit system has a strong basis for legitimacy. In the theoretical basis of the system, whether it is "relational contract" theory, or the shareholders of the company "heterogeneity" theory, the perspective of both analysis and demonstration approach, although different, but the legitimacy of the State can be thought special Management Unit System It provides a solid theoretical foundation. In terms of practice based systems, the rule of law judicial practice confirmed the advanced countries can change the content of shareholder rights, and nature of a country to become a special Management Unit- a special kind of legitimacy foundation shares; In addition, the first-mover countries, in particular economic Western European economies is starting a successful practice of the system during their national state-owned enterprise reforms undertaken, can learn from practice and constitute the foundation of our country for our special management Unit. Within the framework of the "Company Law", the legislators actually set aside space for the growth of the national system of special management unit, the basic system can be accommodated to the existing legal texts, which state-owned enterprises to build national systems to provide real Special Management Unit legal basis.State-owned enterprises in our country created a special management unit system of great practical and theoretical value- the system is the right way for countries to achieve important public enterprise value of a control for the country to maintain an effective system to provide a means for controlling a specific enterprise; national special management Unit system is able to provide strong institutional guarantee for the reform of state-owned enterprises into stock companies, to provide space for the possibility to improve the openness of China’s capital market while safeguarding the public interest, the protection of national economic security; in addition, the system can still develop a mixed effective ways ownership economy; not only that, the system is set at the theoretical level is an ossified tradition of a principle of the right breakthrough, indicating that modern law theory recognized exception to the principle of equality of shareholders in the form of, agree to pursue the real value of shareholders’ equity.