On The Legal Restriction Issues Of The Listed Company’s Public Donation

In order to perfect the related system, give a better theoretical support to public donation, make the decision-making process institutionalized, and restrict and standardize the donation behavior from a legal point of view, the thesis regards the perspective of legal restrictions as a starting point, studies the public donation of the listed companies, and explores the right base of public donations and the substantive and procedural restrictions in the implementation process. The purpose is to balance the rights and interests of relevant stakeholders better and to promote the smooth development of public donation in China.The first chapter is introduction. By comparing and analyzing charitable donation and public donation at the background of the rapid development of social donations and the formulation of the Charity Law, it makes clear that public donation can express the nature of donation more accurately and cover the research scope of this thesis.The second chapter is an overview of the development of the listed company’s public donation. This part introduces the public donation with typical cases in Anglo-American law system. It reviews the development process from "no donations" in the early 19th century to the present "encourage donations", and analyzes the development of public donation in China. According to the development of public donation and the current situation in our country, the author summarizes the focus of dispute which exists in the process of listed company’s public donation and points out that in order to make up for the defect of the separation of two rights, balance the conflict of interests and punish illegal acts in the process of corporate governance, it is necessary to restrict the public donation behavior of listed companies legally.The third chapter is about the substantive restrictions of the listed company’s public donation, including the restrictions on decision-making power of donation, the donee, the scope of donated property and the amount of donation. The decision-making power of listed company’s public donation is normally exercised by the board of directors, but conferred by the board of shareholders under exceptional circumstances. The scope of the recipient of public donation should be expanded to religious organizations and non-profit legal service organizations, and the restriction on the government as the recipient should be refined. The scope of contributed money and goods should also be expanded, and evaluation mechanism should be established as soon as possible to assist the non-monetary property donation. Besides, in order to prevent the abuse of donation rights and the damage to the rights and interests of relevant stakeholders, the amount of donation should be controlled in a reasonable range.The fourth chapter presents the procedural restrictions on the listed company’s public donation, which mainly includes the standardization of decision-making procedures, reinforce of information disclosure and the ways of seeking relief for victims of defective donation behavior. In the aspect of decision-making procedures, the director avoidance system is used to ensure fair decisions, and large donation which may change the structure of the company is decided by shareholders’ meeting with a voting proportion of three-quarters. In the aspect of information disclosure, in order to solve the problems brought by the information asymmetry furthest, the timeliness, authenticity and sufficiency of the information disclosure should be ensured, and the form of disclosure should be diversified and include the contents of both donation facts and the financial accounting information.The fifth chapter is conclusion. It sums up the whole thesis and puts forward expectations for future studies of listed company’s public donation.The author hopes that this research may provide some meaningful advice for the standardization of the listed company’s public donation.