Public proxy solicitation of the listed company has first been written into the Investor Protection chapter of the draft Securities Law,and the draft makes principled or authorized stipulations about solicitor,soliciting methods and supervision pattern.This paper studies threes issues on the draft stipulations: Whether the system of proxy solicitation could protect the rights and interests of minority shareholders,whether the scope and qualification of the solicitor is reasonable,and what content and procedure of the information disclosure should be set by the Security Supervision Commission,what remedies the shareholders should have when dealing with the breach of such disclosure rules.This paper has four chapters:The first chapter is an overview of the theory of the public proxy solicitation,briefly introducing the origin and meaning of the public proxy solicitation,and discussing the value orientation of the system.The public proxy solicitation was resulted from the increasing expansion of the size of the company and the continuous dispersion of the stock rights.It is the act of solicitors initiatively ask the shareholders to grant the voting rights to them.Both the function of gaining control and the emphasize of company governance require that proxy solicitation shall place an emphasize on the protection of the rights and interests of the minority shareholders.The second chapter discusses the effect of the public proxy solicitation on the protection of the rights and interests of minority shareholders in China.The protective function is mainly reflected in the right to participate,the right to know and the right to supervise,but such protective effect depends not only on the reasonable of the rules,but also on the shareholder structure and shareholders’ consciousness of rights.The current shareholder structure of Listed Companies in China is still relatively concentrated,but has gradually transformed from the dominance of one shareholder to relative control of several major shareholders,and the consciousness of shareholder rights has gradually enhanced.Thus,public proxy solicitation can play a role in the protection of the Chinese minority shareholders.The third chapter discusses the scope and qualification of the public proxy solicitation in China.The discussion of the scope and qualification of the solicitor is actually a discussion of whom can shareholder grant the controlling rights,which should not only respect the autonomy of shareholders but also consider necessary regulation.The legislative choice and reasons of the foreign countries or districts implied that the regulations of scope and qualification should consider the shareholder structure and corporate governance needs of the listed company in China.At the present stage,Chinese legislation shall set restricts on the scope and qualification of solicitors,allowing shareholders with certain shareholding time,the board of directors,independent directors,board of supervisors and Investor Protection Agency licensed by the Security Supervision Commission to implement the public proxy solicitation,but the board of supervisors should only be allowed to solicit for their own proposes.In addition,the participation of securities operating agencies and securities service agencies is conducive to the professionalization and standardization of the solicitation.The fourth chapter discusses the information disclosure of the public proxy solicitation,including the contents,procedures and the responsibility and relief of the illegal disclosure.The content of information disclosure can be divided into the information must be disclosed and the supplement information related to the voting issues.The former one including the basic information of the meeting of shareholders,the information of the solicitor,the solicitation methods,the effective way of repeal,the dissenting shareholders’ authorization and so on.The latter is the supplementary disclosure of relevant information of the voting issues,and the main responsibility of disclosing information of the voting issue should lay on the shareholders’ meeting convenor.The Security Supervision Commission should select the filing system in the regulatory procedure,including the registration before the solicitation,the supplementary registration during the solicitation and the report after the solicitation.For illegal information disclosure,the Security Supervision Commission should have right to demand to postpone or cancel the shareholders’ meeting,and should take different regulatory measures and penalties according to different stages of the solicitation process.In addition,independent civil litigious rights should be grant to deal with the false statement in the public proxy solicitation. |