Study On Shareholder Activism:Overseas Experience And Chinese Practice

After 1980s,the institutional investors,such as pension funds insurance funds,massively participate in the corporate governance of target companies,a phenomenon accelerating considerably the development of shareholder activism.Recently,with fast development of China's insurance funds public funds,private equity funds and other institutional investors,a new wave of shareholder activism in A-share market has risen,and shareholder activism has become a controversial and hot topic in the field of corporate governance.But because of the flaws of equity concentration governance structure of listed companies in China and capital market legal system,the development of the shareholder activism in China is faced with many obstacles.In this paper,based on an analysis of the basic theory of shareholder activism and the experience learned from foreign countries,I evaluate the present situation of shareholder activism in Chinas in order to provide feasible suggestions for promoting the development of shareholder activism.Except for introduction and conclusion,this paper is divided into the following three parts:In Part I,I introduce shareholder activism and define the concept of shareholder activism and corporate governance.Through the analysis on the rise and the development of shareholder activism in recent years under the context of control and management separation,? discusses the systematic and practical basis of shareholder activism in the theory of "property rights" and "double principal-agent theory".In Part ?,I focus on the form of the typical system of shareholder activism,namely network voting system of shareholders,the system of shareholder proposal solicitation voting system and open this form of the legal representative.Then,I raise some suggestions for solving practical problems to improve shareholder activism both in legal and institutional fields after analyzing the extraterritorial legislation and practical experience.Network voting system for shareholders should be introduced in Company Law of People's Republic of China and the regulatory authorities concerned should be authorized to formulate detailed regulations.Defining clearly the concept and scope of shareholders' right to solicit and vote,requiring solicitors to comply with the obligation of information disclosure,and prohibiting false statements;(??)Shareholder proposal system should be based on different levels of capital market,and give full consideration to equity shareholder ownership and equity market value,and shareholders' holding time,the number of proposals and the number of the words in the proposals should be limited.Methods of relief on the proposals voted down should be formulated in advance.Open letter,as a non-legal form of shareholder activism,can be used reasonably to protect the fundamental rights and interests of shareholders.In Part ?,I introduces the innovative practice of a company called the middle and small investors service center limited liability company.After analyzing the case where the company held right-protection activities and the effects of these activities,I discuss the problems of shareholder activism in the company,such as strong administrative color and limited references,etc.I put forward some suggestions to improve shareholder activism,such as taking care of the status of special shareholders,paying attention to demonstration effect,and arousing minority shareholder right consciousness.