Research On The Legal Issues Of Institutional Investors' Participation Investors' Participation In The Governance Of Listed Companies

In the world,institutional investors appeared in the 1960 s,and their rapid development has changed the equity institutions of Companies in developed and developing countries.Institutional investors' shareholding ratio in the capital market is constantly increasing,which makes the tendency of institutionalization more and more obvious.The special ownership structure of our country,such as the state-owned shareholder is the largest shareholder,the small and medium-sized shareholders have low proportion of ownership,and the institutional investors are weak,which makes institutional investors have many obstacles in participating in the governance of listed companies.In addition,the problem of insider control formed by the separation of owners and managers of listed companies is also an urgent problem to be solved.The emergence of institutional investors brings new dawn to solve these problems.It not only improves the ownership structure,protects the interests of small and medium-sized investors,but also makes institutional investors play an important role in supervision,and promotes the stable development of the capital market.Although the emergence of institutional investors in China has many advantages in improving the governance of listed companies,we still need to gradually improve the development of institutional investors according to the new problems in practice,so that they can better participate in the governance of listed companies.This paper is divided into four parts:The first part: the general theory of institutional investors' participation in corporate governance.This part mainly analyzes the concept and characteristics of institutional investors,explains the background of institutional investors' participation in the governance of listed companies and the important role of institutional investors in protecting the interests of small and medium-sized shareholders,improving the equity structure of listed companies and stabilizing the development of capital markets.The second part: regulations and evaluation of foreign institutional investors' participation in listed company governance.This part explains the relevant laws and regulations of the United States,Japan and Germany,which are in good development,and evaluates the rights and obligations of participants,regulatory measures,etc.The third part: the current situation and problems of institutional investors' participation in corporate governance.This part first discusses the legislative status of institutional investors' participation in listed company governance,then points out the existing problems in collecting proxy voting right,fiduciary duty,information disclosure duty,supervision,legal liability and so on.The fourth part: improve the institutional investors to participate in the governance of listed companies.In this part,some suggestions are put forward to solve the existing problems.First of all,to improve the rights and obligations of the participants,we can improve the shareholders' proposal system by clarifying the restrictions on shareholders' exercise of the proposal right,refining the scope of shareholders' proposal right,and improving the proposal procedure and relief system;in terms of supervision,we should put forward suggestions on the implementation of multi-agent joint supervision,formulation and improvement of the legal supervision system;in terms of legal responsibility,we should make clear the violation Finally,we should improve the relief mechanism and give full play to the important role of institutional investors in corporate governance.