Study On The Restriction Of Shareholders’ Voting Rights In Stock Company

Shareholders of stock companies exercise voting rights in accordance with the principle of "one share one right" and "capital majority decision" in China.Shareholders manage the company through exercise of voting right,but because of the number of shareholders of the company shares more equity relative dispersion,unbalanced equity allocation,the company is very easy to form the "dominance" or "dominance" pattern.In this case,due to the cost of corporate governance,it’s not enthusiastic for minority shareholders to participating in the general meeting,Furthermore it’s common to completely reduced to a "controlling shareholder meeting" situation.In order to prevent the abuse of voting rights by shareholders and to protect the interests of minority shareholders and companies,the voting restriction system has emerged as the times require.Because of the great value of voting right restriction system in practice.This article is based on the reality of legislation and judicature in our country,under the support of relevant theories,on the one hand,we should improve the relevant provisions of the voting power restriction in our country’s legislation at present,and carry out more detailed provisions;On the other hand,on the basis of overseas legislation,the controlling shareholders and cross shareholdings are also included in the subject scope of voting restrictions.Finally,through the improvement of the relevant relief system,building a relatively complete system of voting restrictions.First of all,on the basis of combing the content and nature of voting right,the limitation of voting right is defined by the connotation and mode of voting power restriction,it affirms the important role of voting power restriction in preventing the controlling shareholders from abusing their power and ensuring the interests of the minority shareholders and the company.The theoretical support of this system mainly include substantive equality theory,prohibits the abuse of rights theory and the stakeholder theory.Secondly,the provisions on restrictions on the voting rights of shareholders by combing China’s "company law" and other normative documents,combined with China’s judicial cases about restrictions on the voting rights case.It’s not difficult to find that our legislation in the absence of voting rights restrictions.Controlling shareholders and shareholding shareholders voting restrictions has legislative blank,as a kind of generalized voting rights limit system,namely the exclusion of the voting right,its scope and subject is very limited,and the lack of voting rights related relief measures,we need to be established in the current practical supplement on legislation.Moreover,foreign about voting system design includes the main limitation of the controlling shareholders and the shareholders of each other;but also by some other measures to achieve the effect of indirect restrictions on voting rights,such as clarifying the fiduciary duty of controlling shareholders,given to the articles of Association for specific provisions on this system.According to the carding of overseas legislation,China has certain reference significance in the sphere of application of the voting power restriction and the provisions of indirect restrictions.According to the carding of overseas legislation,China has certain reference significance in the sphere of application of the voting power restriction and the provisions of indirect restrictions.Finally,put forward the specific recommendations to improve China’s restrictions on voting rights,on the basis of adhering to the principle of efficiency and fairness and the stakeholder theory,the restriction on the number of shareholders and shareholding shareholders the right to vote,the expansion of the scope of the voting rights,clear Controlling Shareholders Fiduciary Duty,directly or indirectly through voting rights the way to limit shareholders.And improve the voting rights of shareholders limited litigation,that is,the resolution of the shareholders’ meeting and the right to vote restrictions on compensation litigation,as well as the right to know the shareholders to ensure that the voting rights of shareholders to limit the actual effect.