Research On Legal Problems Of Separating The Right To Vote And To Earn

In the traditional corporate law system,‘prohibiting separation of the right of shareholders' has always been an implied rule that cannot be broken,and it is an important carrier for shareholders to exercise democratic rights.It has not been made mandatory but has been consciously applied by people for several decades,because it has overarching theoretical basis which can be summarized as ‘homogeneous' assumption of shareholders,equality of shareholders and requirements of efficiency.With the development of modern company law,rights of shareholders gradually show a trend of separation.The reason is for the change of assumption from ‘homogeneous' to ‘heterogeneous',the return of the concept of corporate autonomy,and the emergence of voting instrumentalism.Under these realistic factors,‘concept of corporate autonomy' from the United States,‘market demand for non-proportional stocks' from the European Union and ‘catering to the expectations of the international market' from China all promote the separation of shareholders' rights.All along,Chinese corporate legal system has been deeply affected by the principle of ‘prohibiting separation of the right of shareholders' and has always followed a single model of ownership structure.However,this rather conservative model has been unable to meet the needs of marketing development.In order to cater to the actual needs of maintaining control rights of controlling shareholders,the needs of long-term,stable development of company and the needs of interests from different investors,the application of separation of powers in China is necessary.Because the People's Republic of China Company Law reserved the system space for the separation of powers and the successful practice of issuing preferred stocks by listedcompanies,it provides the possibility of localization of power separation.Although the separation of voting rights and income rights is an equity structure design that complies with the development trend of modern company law,it cannot be denied that higher proportion of voting rights can easily lead to multiple risks,including the risk of interest conflict,the risk of agency costs increase and the risk of monitoring mechanism malfunction.In order to avoid risks,targeted preventive measures must be established.To protect the rights of low-voting shareholders,a strict information disclosure system must be established and a classified voting system should be introduced.In order to restrict the rights of high-voting shareholders,it is necessary to improve the supervision function of independent directors and introduce a restricted voting system and an exclusion voting system.In order to perfect the post-accusation remedy for infringement of shareholders' rights,it is necessary to introduce a shareholder class action system and establish a specialized agency that arbitrates disputes over shareholders.