Research On The Protection Of Preferred Shareholders' Rights And Interests

Preferred shares are kinds of shares when compared with ordinary shares, they have priority in dividend distribution and the distribution of surplus property, and their right to vote is limited,preferred shares interest has dual characteristics of both equity and debt. During the protection system design and practice of preferred shareholders' equity, we should adhere to value orientation based on company benefit while taking into account the interests demands of Preferred shareholders, and under the guidance of this value orientation, the system of protecting the rights and interests of the preferred shareholders is constructed. Specifically, the system including legislative model, basic principles and specific system of preferred shareholders' rights and interests protection, wherein the legal model of legislation is more suitable for our country and the basic principles should be followed, including respect for the principle of autonomy of the will, the principle of equality of shareholders and the principle of fairness.In the study of how to protect the rights and interests of preferred shareholders, there are three issues worthy of attention, that is the protection of preferred shareholders' right to participate in corporate governance, preferential subscription rights and dividend distribution rights. Preferred shareholders enjoy the right to participate in corporate governance, including the right to know, the right to make proposals and class voting rights. The governance participation right that our preferred shareholders enjoyed has the following problems,such as the range of inspection right is too narrow, not provided for inquiry and proposal rights, preferred shareholders meeting system is not set, can not effectively remedy violated governed participatory rights and other issues. The object of preferred shareholders'preferential subscription rights shall be limited to the new preference shares, the law should make the corresponding provisions in the formal requirements and substantive requirements while excluding preferential subscription rights of preferred shareholders, and provide the invalid or revocable lawsuit and an action for damages of the resolution of the issue of new shares to remedy the aggrieved preferential subscription rights of preferred shareholders. In practice, there are malicious non allocation of preferred shares dividends and malicious cancellation of preferred shares dividends of these two kinds of violations to preference shareholders' dividend distribution rights, our country should perfect the system of recovering the right to vote and mandatory assignments preference dividends on the existing foundation, setting formal requirements and substantive requirements to the cancellation of the cumulative distribution of the preferred shares, and providing litigation and the repurchase for dissent shareholders and other rights Remedies to the violated dividend distribution rights.