Study On The Diversification Of The Rules For The Exercise Of Shareholders' Voting Rights In Joint Stock Companies

At present,our country implements the voting rules of "one share,one right" and "capital majority vote" in joint stock companies.This traditional voting rule can no longer meet the needs of the development of joint stock companies,because today,with the rapid development of capital market economy,more and more shareholders of joint stock companies,more and more shareholders are dispersed shareholders,and large shareholders are likely to rely on their high voting rights.The practice of "dictatorship" in companies damages the rights and interests of companies and other small and medium-sized shareholders;moreover,the traditional rules of voting rights exercise are also very detrimental to family-owned enterprises and innovative companies,because the control of company managers will be diluted in continuous financing,while the purpose of investment by small and medium-sized shareholders is to obtain short-term benefits,and they will ignore the governance of the company.The attitude of shareholders and the phenomenon of shareholder heterogeneity are becoming more and more obvious.In the long run,it is not conducive to the stable development of the company.Under this background,the provisions of voting rights exercise in China are relatively simple.The traditional rules of voting rights exercise can no longer meet the diversification requirements of the smooth development of the company in the capital market.Overseas provisions on the diversification of voting rights have been very mature,such as the "double-level ownership structure" of the United States,the "restricted voting rights" system of Japan,the "upper limit of voting rights" stipulated by the Portuguese Company Law,etc.Foreign provisions on the "voting rights system" are complementary to the "one share,one right" system,which not only meets the expectations of different shareholders to the company,but also guarantees the public.The benign development of the division.Therefore,based on the analysis of the shortcomings of the traditional voting rights rules in China,this paper draws lessons from the excellent experience of foreign countries and puts forward some suggestions for the implementation of the pluralism of voting rights in China.The first part is to sort out the current situation of the traditional voting rights rules in joint stock companies,elaborate the basic theory and legal nature of voting rights,analyze the role of "voting rights" system in the development of companies,as well as the meaning of the traditional voting rights rules in China,the basis of company law and the value of the system,which provides a theoretical basis for the following discussion;the second part is to analyze joint stock companies.For the realistic demand of pluralism of voting rights,this paper first points out some problems existing in Chinese companies under the guidance of traditional voting rights rules.Secondly,it analyses the institutional basis of pluralism of voting rights and the practical significance of pluralism of voting rights to the development of companies,which provides the basis for the later discussion that China can implement pluralistic voting rights.The third part discusses the feasibility of China.Based on the jurisprudential basis of diversification of shareholders' voting rights,this paper points out that there are exceptional provisions of "one share,one right" and "capital majority decision" in our country at present.Secondly,it discusses the typical system of diversification of voting rights in foreign countries.The fourth part writes suggestions on perfecting diversification of voting rights in joint-stock companies,mainly from perfecting the statutory rules of exercise of voting rights(excluding system,cumulative voting system,table The power of proxy)and the articles of association of the company put forward opinions on the pluralism of voting rights from the two perspectives of voting autonomy.