Research On The Application Of Shareholder Voting Rights Restriction In Category Voting

The capital majority decision is the main voting mechanism for shareholders to exercise their right to vote and to hold a democratic vote on the proposal of the shareholders’ meeting of the company.It plays an active role in promoting corporate shareholders’ unified management decision,encouraging financial capital financing and promoting the efficiency of market economy.However,the majority shareholders may also use the majority voting rights to manipulate the voting results,harming the interests of small and medium shareholders,which is defined as "shareholder oppression" abroad.Such risk existed not only in the stage of split share structure in our country,but also in the continuous operation of the voting system of class shareholders after the reform of split share structure,and challenge the improvement of the corporate governance structure.In this regard,experts of all ciecles have carried out a large number of theoretical and practical studies.On the one hand,the study of management researched on ways to restrict the voting rights of major shareholders based on the revision of articles of association,mergers and acquisitions,voting rights agents and voting rights restrictions,and so on,but it is often restricted by the legal environment and the restriction of large shareholders in the process of practice.On the other hand,from the angle of legislation and judicature,combined with the value demand of management means,the research of law also discussed the degree of relief that the law can achieve.Among them,though the limitation of voting rights is widely adopted in the legislative practice of various countries in the world,but there is no related unified standard;the judiciary authorities would also avoid to interfering the internal affairs of the company in the process of discretion.Therefore,due to the limitation of the subject scope,it is difficult to form an organic combination between the research results of management and law to analyze the problem of "shareholder oppression".Based on the different institutional environment,the class shareholder voting system is being implemented as the main means to protect minority shareholders in China,but it is not enough to restrict the large shareholders in disguised form.In this case,only the previous active exploration and practice could provide some hints in the further improvement of the category voting system in China.To sum up,there is still room for the research on the imbalance of shareholder voting status.Before advancing this research,it is necessary to comb and analyze all kinds of existing research results systematically to form a clear and comprehensive understanding.According to the rich qualitative research results at home and abroad,this paper carefully discriminates the positive influence and unfavorable conditions of different solutions to the problem of controlling shareholders’ oppression,abstracts the key factors for solving the problem.With the aim of consolidating the positive influence and eliminating the unfavorable conditions,here would combine the restriction of voting rights to put forward the idea of introducing the factors of investors to restrict the voting rights of large shareholders by analyzing the theoretical clue,discussing the applicable standard,focusing on the scope of application,and constructing the constraint function,which are ways to propel empirical analysis,and provides a quantitative basis for empirical analysis.Empirical data of this paper come from the resolution of the class shareholders’ meeting announcement of Shanghai Stock Exchange.By using the method of compulsory game,we can strengthen the constraint function to restrain the voting rights of the majority shareholders,and obtain the ideal empirical results.