The Legal System Construction Of Proxy Solicitation

Since the establishment of the Shanghai Stock Exchange and the Shenzhen Stock Exchange,Chinese securities market has experienced a process of establishment,development and continuous growth.While achieving certain results,there are also many problems.Among them,corporate governance is a crux that has long plagued Chinese securities market.As a result,establishing an effective corporate governance mechanism as soon as possible is the fundamental solution to the difficulties faced by Chinese capital market.The proxy solicitation,refers to the publicly requesting shareholders in the corporate grant agency to them in order to obtain the advantage of voting rights in the company's general meeting of shareholders,so that the shareholders' meeting can pass the favorable plan for them,or even achieve the purpose of controlling the company.In the proxy solicitation,the collector sends the proxy power of attorney to the shareholders to persuade them to grant agency rights.When the shareholders fill in the power of attorney with the meaning of granting the agency rights,the appointment contract will be established.At present,many developed countries such as Germany,Germany and Japan,as well as Taiwan in China,have established this system,which not only plays an important role in corporate governance in practice,but also has produced many outstanding academic research results.However,in contrast to China,not only has a unified and complete legal system for proxy solicitation,but also the spontaneous practice in the capital market is not enthusiastic,the academic theoretical research is even more barren.The article's research on the proxy solicitation system focuses not on introducing extraterritorial institutions,but on the applicability of all aspects of this system toChinese actual situation,trying to theoretically build a preliminary model of Chinese proxy solicitation system.The main body of this article is divided into three chapters.The first chapter is the value analysis of the proxy solicitation.Firstly,it briefly explains the connotation of the proxy solicitation from the sources and the definition of the concept,points the system of proxy solicitation is a natural product of the common development of securities law theory and capital market practice,and is the inevitable result of the separation of company ownership and management rights.Secondly,it analyzes the function positioning and the advantages and disadvantages of the proxy solicitation.The second chapter is the investigation of the status quo of the proxy solicitation.The two parts of this chapter respectively sort out the legislative status and practice modality of the proxy solicitation,and the existing problems.By clarifying the multi-faceted value of proxy solicitation,and combined with its current not very optimistic situation,so comes to the third chapter.The third chapter is the legal system construction of proxy solicitation,which is the core chapter of this article.This chapter is divided into four subsections.In the first subsection,firstly,the legislative value orientation of the proxy solicitation is explained.It is pointed out that while the proxy solicitation is properly regulated,the minority shareholders and other entities are encouraged to actively launch.Secondly,the legislative style design of the proxy solicitation was briefly introduced.The latter three subsections were then opened from the pre-existing norms,the in-process norms and the ex post norms of the proxy solicitation.The subject qualification scope of the proxy solicitation,the prohibition of paid collection and the burden of collecting fees,the relevant norms of the authorization behavior and the information disclosure norms of the proxy solicitation are discussed in the matter specification,and the final ex post specification discusses the legal responsibility and relief in the proxy solicitation.Through the three-part normative construction,a relatively complete legal framework was strived to be built.