Research On The Shareholder One-vote Veto System

As for the basic principle of shareholder's one vote veto,the rights of shareholder's one vote veto are characterized by the veto power of the important matters,the specificity of the exercise of the right,the veto,and the specificity of the subject of the right.The shareholder's one vote veto has broken through the basic principles of voting right in “one share one vote” and “capital majority decision”.In practice,in order to realize the special purpose,shareholders can set the voting limited agreement,strict proportion of voting rights,etc.on the exercise of the right between each other,but the basic principles of the above two ways and the exercise of the right to vote does not conflict;shareholder's one vote veto and gold stock system are similar,but there are a lot of difference between the intention to set up the right and the specific content of the right.Shareholder's one vote veto has the following values:it is an important means to ensure the safety of investment;and can build new corporate control relations.After all,the one vote veto of shareholders has broken through the basic principles of voting right in the form of "one share one vote" and "majority voting principle".Therefore,it is necessary to discuss and prove the legitimacy of shareholder's voting veto.From a legal and economic point of view,the fundamental reason for the parties to accept the shareholder's one vote veto is that the cost of acquiring the shares is different.The legitimacy of shareholder's one vote veto is full of economic motivation,and the shareholder's economic input matches the rights they enjoy,which embodies the fair value orientation.Shareholder's one vote veto is the embodiment of shareholder heterogeneity theory.The company law of our country has paid attention to the difference of the ability of shareholders' rights and the diversification of interest demands,reserved diversified space,but the legislation strictly adhere to the one share one vote,the majority rule,will inevitably lead to the rigid operating mechanism,inhibit the active innovation of the market,so diversified shareholder rights structure is legislation the future direction of the company law of our country.Therefore,the "one vote veto system" embodies the theory of shareholder heterogeneity,which embodies the direction of market economy and corporate law and has legitimacy.Equality is one of the basic principles of private law.Under the company law,the principle of equality is equality of shareholders.The essence of shareholder equality is equity equality.The one vote veto represents the corporate governance model that shares the rights and obligations of shareholders according to the different interest demands of shareholders.It is a dynamic justice.The essence is that the agreement reached through the autonomy of will and the punishment of their rights and obligations between the shareholders.Therefore,the shareholder's one vote veto is in line with the principle of equality.Shareholder's voting veto has the property of category stock.The 131 st article of the company law stipulates that the State Council has the right to stipulate other kinds of shares other than those stipulated by the company law.From the point of view that one can do anything which are not prohibited by the law,the company and its shareholders start from their own actual situation and creatively design the categories of the company's shares,and there is nothing wrong with them.Therefore,in our current company law,there is autonomous space of setting up class shares,through the autonomy way founded in fact categories of stock system does not violate the mandatory provisions of law,otherwise it is legitimate.Shareholder's one vote veto will help protect the legitimate rights and interests of minority shareholders.Under the capital majority decision,the decision can easily be abused by the majority shareholders if there is no limit to the majority of shareholders.The shareholder's one vote veto system conforms to the legislative train that thelegislators protect the legitimate rights and interests of the minority shareholders.As for the shareholder's veto system design,firstly we should pay attention to the scope of application of shareholder's veto.The 42 nd article of the company law provides the legal basis for the shareholder of a limited company to create a veto.However,the establishment of one vote veto in the stock company violates the mandatory provisions of the company law,so it is difficult for the shareholder's voting veto to be applied under the limited company.There are two ways of the creation of shareholder's one vote veto,one is using the investment agreement and the other is using the articles of association in theory.The essential difference between investment agreement and articles of association exist in nature,form,scope of validity and so on.But this does not mean that in the event of conflict,the effect of the statute must be higher than the investment agreement.The content of the agreement should be limited by the stipulation of the agreement itself and the Contract Law of our country.Whether the terms of agreement is valid or not is not necessarily related to the provisions of the articles of association.When the articles of association and the agreement was not consistent,standard of judgment should be clear whether the purpose of the signing of the agreement in order to exclude the articles of association of the application,if the agreement expressly agreed,should respect the autonomy of shareholders.And if there is no agreement,I believe the later effective one shall prevail.The strength of the veto power and control force of the shareholder's veto depends heavily on the scope of major issues.The specific stipulations on major issues is the result of the game between the parties to the negotiations,major matters agreed more detailed,the shareholders with one vote veto get more benefit,other shareholders of the company,especially the controlling shareholder get more constraints.However,the major issues must have the right boundaries and cannot be expanded without limitation.Due to the shareholders with one vote veto are not involved in the company's operations,in order to give full play to the role of the exercise of the veto,veto system requires the following two points: the right to know the protection and strictly complywith and carry out the system of shareholders meetings.The existence of shareholder's one vote veto has broken the traditional governance structure and has a significant impact on the company's control rights.Therefore,measures should be taken to avoid the dissimilation of exercising purpose and the abuse of one vote veto.The reason and expression of the abuse of one vote veto usually has two aspects: first,shareholders with veto power impulse to get profit more than the proportion of its holdings corresponding investment,second,the shareholders have the right to veto by one vote,hinder the normal development of the company,impulse to achieve other revenue.To prevent the abuse of shareholders veto,firstly we should strengthen one veto shareholders' fiduciary duties;secondly,the veto system itself should be targeted design,to do early prevention.For the possible abuse of shareholder veto case,shareholders should first solve it through negotiation,if it does not work,should be in accordance with the rules agreed before.If confirmed that the abuse of shareholders veto situation,from the perspective of contract law,the shareholders who abuse one vote veto shall bear the liability for breach of contract;from the angle of corporate law,it violated the provisions of the20 th article.