The Research Of One Share-one Vote Rule In Company Law Of China

The one share-one vote Rule in a broad sense, which is based on the principle of no separation of rights, is not limited to one share-one vote. Actually, the one share-one vote Rule in a broad sense has four meanings: Stock ownership and stock rights shall not be separated, Property rights and identity rights shall not be separated, the quantity of stock rights shall match the amount of the stock. There are lots of theories supporting The one share-one vote Rule: Firstly, the rule roots in equality concept. Secondly, the rule corresponds to the agency cost theory and incomplete contract theory. Thirdly, efficiency theory and the shareholder interests protection theory supplement the rules.But, check the reality and historical dimension of the company law of China, after a contradiction development, our company law now sticks to one share-one vote but completely breaks through the one share-one vote Rule in a broad sense: Firstly, it distinguish between limited liability companies and joint stock limited companies. Secondly, Owners and managers of the company can be separated. Thirdly, property rights and identity rights can be separated. Fourthly, same shares with different rights. On the other hand, from the dimension of history, the company law in our country has undergone a twisty process, from “open” to “strict” to “limited open”.From the point of foreign theory and practice, the one share-one vote Rule is never cannot be a breakthrough. There are so many ways to go against the one 2share-one vote Rule in practice, such as multiple voting rights, golden share, the articles of association or agreement priority or restricted shares, financial innovation product splits of shares on the right, indirect control of the company. All these breakthrough have theory basis: Firstly, equality concept shall be corrected. Secondly, human capital theory supports the practice. Thirdly, information asymmetry theory suggests that it is not necessary to stick to The one share-one vote Rule. Fourthly, efficient market hypothesis also suggests that The one share-one vote Rule is not necessary. With all these practice and theories, there are two system, mandatory disclosure system and judicial remedy system, provide the risk prevention.From the nature of the one share-one vote Rule, there is a game between the shareholders governance and corporate supervision behind it. Corporate contract theory provides a good explanation about this. On the one hand, company law is a standardized contract stipulating the rule of shareholders governance. But there are some special problems to be dealt with: Firstly, to distinguish the property rights and the identity rights. Secondly, to distinguish the listed and unlisted companies. Thirdly, emerging enterprises and state-owned enterprises need special attention. On the other hand, company law provides the function of supplement to supervise the shareholders and company. But there are also some special problems to be dealt with: Firstly, to consider the beforehand supervision and supervision afterwards. Secondly, to consider the judicial remedy and non-judicial remedy. Thirdly, to consider the intermediary supervision and social supervision.On the basis of the above, based on the framework of basic rules and related mechanism, we should refactor the one share-one vote Rule in company law. Firstly, modify the one share-one vote Rule of joint-stock company in our company law. Secondly, redesign of functions and powers of the shareholders’ general meeting. Thirdly, redesign of stock company information disclosure system. Fourthly, redesign the compensation mechanism. Fifthly, reserve some space on intermediary, social supervision and judicial remedy. In addition to the above basic rules, there are also some other systems related mechanism to support the law, such as the detailed rules of various right structure, the detailed rules of intermediary, social supervision and judicial remedy, the detailed rules of information disclosure, strengthening of the internal control mechanism, the regulation of shareholder lawsuits and compensation mechanism and the detailed rules of ownership structure change and the withdraw of listed company.