Study On Restricting Voting Rights To Regulate Defective Contribution Of Shareholders

At present,China's company law and related laws stipulate the liability for breach of contract and punishment measures for defective shareholders,but in practice,the phenomenon of defective shareholders' investment still occurs frequently.This paper examines the reasons,and finds that the current regulation system of defective shareholder investment has a single and one-sided regulation method for defective shareholders.It only stipulates that the rights of profitable shareholders can be restricted,but does not stipulate whether the right to participate in corporate governance can be restricted.This system defect has led to two major drawbacks.First,the phenomenon of shareholder defective investment is still rampant in practice.Second,it is difficult for local courts to make relatively uniform judgments on such cases,resulting in different judgments in the same case.In order to further regulate shareholders' defective investment behavior,this paper argues that we should start with restricting their right to participate in corporate governance,and the exercise of voting rights is the key means for shareholders to participate in corporate governance.Therefore,restricting the voting rights of defective shareholders can effectively realize the restriction of their right to participate in corporate governance.In this way,the shareholders of defective capital contribution can bear greater liability for breach of contract,and further improve the regulation system of defective capital contribution.By adding this regulation method,defective shareholders can be restricted by both profitable equity and managerial equity,which will help to curb shareholders' defective investment behavior better.This paper is a problem-oriented paper.Chapter 1 introduces the question whether the voting rights of defective shareholders can be restricted in judicial practice and theory.It stems from the fact that the voting rights in Article 16 of Judicial Interpretation III of Company Law do not appear in the shareholders' rights that can be restricted by articles of association and resolutions of shareholders' meeting,but there is a word "etc" after the limited shareholders' rights listed in the articles of law.There are different opinions on whether the word "equivalence" can include the right to vote.Chapter II studies the theoretical proof,explores the theoretical controversy focus of shareholders' defective investment and voting rights,finds the theoretical thinking to solve the current system dilemma,and then analyses the necessity and feasibility of restricting voting rights to regulate shareholders' defective investment.Chapter three is to collect and sort out the relevant extraterritorial systems,draw on their strengths,and summarize the lessons from both substantive and procedural aspects in light of China's actual situation.Chapter IV is about the perfection of the system.From the legislative level,the internal governance level and the follow-up civil liability level,it puts forward suggestions and procedures for the improvement of the voting rights of defective shareholders in China.