On The Protection Of Shareholders' Rights And Interests By The System Of Shareholders' Meeting

Through participating in the general meeting of shareholders,shareholders can vote on the investment,operation,profit distribution and personnel appointment of the listed company with their voting rights,express their opinions,protect their rights and interests from infringement,and ensure that they can get deserved investment returns.However,the characteristics of exercise in the shareholders' meeting restrict the shareholders' right of control over the company.Shareholders are always passive in exercising their voting power.All the shareholders' committee can do is either approve or reject the bill proposed by the board of directors at the general meeting.Therefore,the procedure design of the shareholders' meeting,one of the few systems in the company law that enables shareholders to exercise corporate control right,needs to be comprehensive and strict to ensure that each link can effectively protect the legitimate rights and interests of shareholders.This paper is going to explore from the acquisition of listed companies to defend all these.Takeover defense decisions are not general business matters,but determine the control and even ownership of the company by shareholders.Since the objective function of the board of directors and shareholders,controlling shareholders and minority shareholders is not completely consistent with that of minority shareholders,driven by the motivation of each party to pursue the maximization of its own interests,the legitimate rights and interests of some shareholders are vulnerable to infringement.In the context of takeover defense,it is increasingly important to study the protection mechanism of shareholders' rights.Among them,the decisive procedure for the company to adopt acquisition defense measures is the general meeting of shareholders.Whether the existing system of general meeting of shareholders can balance the interests of all parties and make it more convenient and direct for shareholders to exert their influence in the decision-making formation of the company's acquisition defense,so as to ensure the right of participation,control and ownership of the company of shareholders.This article from the general meeting of shareholders convened,proposals,to attend and vote and relief procedures such as Angle,observing the rationality of the existing system of general meeting of shareholders,legitimacy and maneuverability,contrast comparison method on the system of advanced experience,system can ensure shareholder rights and interests of the shareholders meeting for a preliminary exploration,and proposes some humble opinions.Therefore,this paper is divided into four chapters to discuss this issue,respectively:The first chapter is an overview of the shareholders' general meeting system and the theoretical basis for the protection of shareholders' rights and interests.This chapter first introduces the basic concept and classification of the shareholders' meeting,which lays a foundation for the discussion of the following article.Second,to straighten out the article logic,to achieve the research purpose,this chapter expounds the theoretical basis for protection of shareholders' equity,from the principle of equality and the principle of good faith obligations shareholders rights shows two Angle,as one of the few,shareholders in company law can play an important program participation,safeguard the rights and interests of the shareholders in the design of the system of general meeting of shareholders.Based on the above analysis,this chapter further explains the necessity of ensuring the procedural arrangement of shareholders' general meeting system.The second chapter,in the defense of acquisition,the general meeting of shareholders is absent in the protection of shareholders' rights and interests.Since this paper starts from the small incision of acquisition defense to explore the shareholders' general meeting system,it is necessary to understand the threat to shareholders' rights in the process of acquisition defense.Therefore,this chapter discusses the conflicts of interest between the board of directors and shareholders and the controlling shareholders' encroachment on the rights and interests of minority shareholders.On the basis of the review system of general meeting of shareholders,extending from the existing legislation and practice,found in the call,proposals,to attend and vote,relief five program arrangement,system of general meeting of shareholders has certain gaps,for the board of directors and controlling shareholders occupy part of shareholders' equity opened the green light,the program design is not a good protection of shareholders' equity.The third chapter does not solve the above problems.This chapter explores the advanced experience of shareholders' meeting to protect shareholders' rights and interests in the foreign system.First of all,the United States in the judicial practice through the Cheff/Unocal/Revlon Citron Blasius/Paramount/Unitrin,developed a set of test standard to evaluate the directors' duty of behavior is in line with the director in the anti-takeover,to address the court to back later director in behavioral decision at that time whether is in order.In addition,through legislation,the procedure and substantive conditions of shareholder proposals are constantly limited,forming a set of proposal system with strong operability and positive and negative conditions,which not only protects the legitimate rights and interests of shareholder proposals,but also provides clear operational guidance for the board of directors to review and exclude the scope of shareholder proposals.Secondly,the German legislation has confirmed that eligible subjects can oppose the behavior of controlling shareholders' abuse of shareholders' rights by filing a cancellation action,and has strictly stipulated the legal nature and exercise procedure of the cancellation action.Finally,this chapter introduces the special committee system in Taiwan,which can provide professional and sufficient information disclosure service for the general meeting of shareholders,guarantee the right of shareholders to know,and also play a supervision role for the board of directors.The fourth chapter is about the suggestion of perfecting the system of shareholders' meeting in the context of takeover defense.This chapter combines the functions,problems and experience of the system of shareholders' meeting discussed above and puts forward some Suggestions for improving the function of shareholders' meeting to protect shareholders' rights and interests.In the author's opinion,the board of directors should not only assume fiduciary duty in the decision-making process,but this kind of duty should run through every detail in the procedure of shareholders' meeting,so as to provide a starting point for the judicial judgment.The shareholder's written voting right,which has been vague in the company law,should also be clarified.In addition,China should strengthen the judicial review of the controlling shareholders' "veto power" in light of the actual situation of the case,and draw lessons from foreign experience to clarify the qualification and exclusion scope of the shareholders' meeting proposal.Finally,the author believes that the resolution of the shareholders' general meeting formed by the controlling shareholder's abuse of control right to infringe on the rights and interests of others should be regarded as invalid resolution and should be further clarified in the judicial interpretation.If necessary,administrative force can be introduced to provide external relief to shareholders' equity.