Research On The Preferred Shareholders Voting Rights System

As a financial innovation which combines equity financing and bond financing,preference share plays an important role in the optimization and adjustment of the company's capital and governance structure.With the introduction of such series of documents and operational approaches as Guideline Opinions of the State Council on Developing Pilots of Preference Share,Guideline Opinions of the China Banking Regulatory Commission and the China Securities Regulatory Commission on Commercial Bank Issuing Preference Share to Complement Tier One Capital and Measures for the Administration of Pilot of Preference Share since 2013,China's institutional arrangements for developing pilots of preference share are formulating gradually,and further exploration and practice in the industry of bank,energy,medicine and construction etc.are deepening.While the business circles are optimistic about the positive contribution of preference share,the issue of protecting the preference share holders' rights is emerging,becoming a problem requiring further research and great focus.The foreign practical experience in developing preference share shows that preference share holders ' voting rights provide opportunities of afterwards relief and re-signing contract for the incomplete contract of preference share,which is invaluable for protecting the preference share holders.Therefore,based on the foreign system of preference share holders' voting rights and combined with China's existing legislations,this thesis makes a research on China's preference share holders' voting rights and explores the legal nature and application sphere and other relevant issues of preference share holders' voting rights,providing a better protection for preference share holders' rights and useful suggestions for balancing the preference share holders' rights and the company's behavior freedom.Based on canonical parse and empirical study,this thesis comprehensively applies such research methods as analysis,induction and deduction,makes empirical research on the developed countries' advanced experience in implementing preference share holders' voting rights and China's exploration and practice in this field,defining,by comparison,the main aspects in which China will further perfect the system ofpreference share holders' voting rights and putting forward new ideas and new approaches in accordance with China's conditions.This study shows,on the basis that Corporation Law has confirmed the system of preference share,a stratified and perfect system of preference share holders' voting rights should be established.On the basis that enumerative legislation is adopted in the application sphere of preference share holders' voting rights,system of preference share holders' conference should be established and relevant substantive and procedural provisions should be perfected.Basic judging principles should be introduced,when the application sphere of preference share holders' voting rights is defined,further balancing the interests among preference share holders,common shareholder and the company,completing laws' redistribution on interests and realizing legal equity and justice.