The Discussion About Legal Regulation On Proxy Solicitation Of The Public Company

Proxy solicitation is the embodiment of the positive exercise right of shareholders of listed companies,the governance of the listed companies have the function of the "double-edged sword",the first securities law of the collection system of listed company of the voting rights,but to collect subject qualification,the provisions of the conditions and collection procedures,and have no clear details for information disclosure rules.The purpose of this essay is to study the legal regulation on voting right collection of listed companies in China,improve the relevant legal system,so as to better play the positive effect of legal regulation,improve the governance level of listed companies,and prevent the abuse of voting right collection and infringe the rights and interests of listed companies and shareholders.This essay is divided into four parts.The first part explains the general theory of the legal regulation of the voting right collection of listed companies.Legal regulation of voting rights collection by listed companies means that legislative organs formulate securities law and other legal provisions to regulate the reverse principal-agent behavior of voting rights collection.The two theories of shareholder voting contract and corporate control market are the theoretical basis for legal regulation of voting right collection.The behavior of voting right collection has certain influence on the governance of listed companies,and the behavior of abusing voting right collection has already appeared and affected the interests of public investors.Therefore,it is necessary to regulate it.The second part elaborates the status quo and existing problems of the legal regulation of voting rights collection of listed companies in China.The supervision system of the collection of voting rights is not perfect.In practice,spontaneous solicitation is less,and the eligibility conditions of solicitors are lack of provisions on the period of stock holding before and after solicitation.The securities law lacks operational regulations on solicitation activities,and there may be interest conflicts between solicitation and solicitation matters entrusted by securities companies.China collection of information disclosure system constraints are insufficient.The third part,the evaluation of the Amweica,Germany and Taiwan listed companies voting rights collection legislation.America clearly defines voting rights and the scope of immunity,and the Securities and Exchange Commission(SEC)enforces high standards of information disclosure rules.Germany regulates the collection of financial institutions such as banks,and matters related to the disclosure of collection information are mainly for financial institutions.Taiwan stipulates the number and duration of shares held by the subject of solicitation,summarizes the solicitation activities,and clarifies the applicable scope of legal regulations on the collection of voting rights of listed companies.The fourth part puts forward some suggestions to improve the legal regulation of voting rights solicitation of listed companies in China.The supervision system of the collection of voting rights should be improved by establishing the filing system and stipulating the specific ways of the collection of voting rights.Improve the eligibility conditions of solicitors and the provisions on liability for breach of contract,and limit the period for shareholders to hold shares as solicitors.Improve the procedural provisions on solicitation activities,stipulate the internal procedures of solicitation activities for the board of directors and independent directors of listed companies,stipulate the solicitation procedures for investor protection institutions,and standardize the entrusted solicitation business of securities companies.Improve the information disclosure system of solicitation matters,stipulate the contents of information disclosure of solicitation matters,the purpose of compulsory disclosure of solicitation matters,differentiated principles of information disclosure,information disclosure procedures and tort liability for false statements,and promote the openness and transparency of the collection of voting rights by listed companies.