Research On Shareholders' Voting Proxy Solicitation

Shareholders' voting proxy solicitation refers to the behavior of a company or a natural person apart from the company to deliver blank power of attorney with required contents to the shareholders of the company and convince them to choose himself or a third person to exercise voting right on behalf of them in the general meeting of shareholders.The system of voting proxy solicitation is regulated in the "Company Law" Article 106 of China.The "Provisional Regulations on stock issuance and transaction management" promulgated by the State Council and the "Corporate Governance Guidelines" promulgated by the SFC also improve and perfect it.However,there are still some flaws and shortcomings in the legislation concerning the system of voting proxy solicitation.In this article,we analyze the basic theory,main qualifications,solicitation procedures and legal responsibilities of the system by academic research and empirical case studies.In order to improve the system,we put forward some legislative proposals concerning the definition of solicitation behavior,the system of information disclosure and the system of shareholders' proposal right.There are five parts in this paper.The first part introduces the research background,significance,research methods and some typical cases in China stock market.The second part describes the meaning,background,characteristics and functions of shareholders' voting proxy solicitation system by studying some relevant cases.The third part analyzes legal provisions concerning voting proxy solicitation in advanced countries,which regulate that the subjects to be solicited of voting proxy should not limited to the shareholders of the company.The fourth part introduces the application of the method of voting proxy solicitation,proposal procedure and regulatory system in the legislation of advanced countries.The fifth part focuses on the current situation and problems of the legislation concerning voting proxy solicitation system,and we put forward practical suggestionsconcerning the definition and immunity of solicitation behavior,the system of information disclosure and the system of shareholders' proposal right.