A Study On Improving The System Of Proxy Solicitation Of Shareholders’ Right

Proxy solicitation has been practiced in our country’s securities market for more than 20 years.For the first time,the new Securities Law establishes the relevant system as proxy solicitation of shareholders’ rights in the form of law.In order to further implement the system and standardize the solicitation activities,the paper takes the start to the end of the shareholder rights agency solicitation procedure as the logical line,divides(the system of)proxy solicitation of shareholders’ rights into three parts: pre-regulation,in-event regulation,and post-regulation.Through the analysis of the above systems one by one,it is found that there exists defects in the existing system.Drawing on the mature legislative experience outside the territory,suggestions are put forward for perfecting the regulation of shareholder rights agency collection.The paper discussed the pre-regulation from three aspects: the subject of the solicitation,the scope of the solicitation,and the method of solicitation.The study found that the legislation only clarified the formal requirements of the solicitation subject.while lacked the substantive qualification requirements,and the restrictions on shareholder qualifications are not clear.It is necessary to introduce the substantive qualification requirements,clarify the joint solicitation of shareholders and restricted period of shareholding for soliciting shareholders;The scope of solicitation of “Proposal rights,voting right and other shareholder rights” will still bring disputes over the boundaries of shareholder rights.Shareholder rights should be defined as a common-benefit right that requires an exercise ratio;there are many loopholes in the solicitation method,so it is necessary to define the connotation of paid solicitation and introduce supervision mechanism of competitive solicitation and mandatory solicitation rules.In-process norms revolved around four issues: information disclosure,rules for proxy solicitation,obligations of the solicitation subject,and solicitation fees.While clarifying that the solicitation subject fully discloses the solicitation documents,the scope of mandatory information disclosure during the solicitation process should be defined.At the same time,the information disclosure rules after the solicitation should be improved.The procedures of information disclosure verification and filing should be distinguished and the corresponding rules should be improved;Although the content and format of the power of attorney have certain requirements at present,the legislation should further prohibit the application of blank power of attorneys,clarify that the validity period of the power of attorney is limited to the current general meeting of shareholders,and grant authorized shareholders the right to revoke the power of attorney,but it is not appropriate to give the solicitor the right to cancel;In addition to the rights,the subject of solicitation shall have the obligation of diligence,attending the general meeting of shareholders,and strictly following the instructions of shareholders to exercise agency rights;there are legislative gaps in the collection of fees,and it should be a realistic and feasible option for the company to bear the collection of fees.The ex-post norm constructs the right relief rules from two perspectives: the solicitation subject and the shareholders.In order to ensure the smooth realization of the solicitation by the solicitor,the company’s responsibility for obstructing the solicitation should be clarified.The substantive verification procedures for self-supervision should also be detailed,and the rules for handling objections of the solicitor should be added,and administrative rulings should be introduced.Refine the remedy path for the infringement of shareholders’ rights by solicitation For different behaviors of compulsory solicitation subjects,such as non-fulfillment of compulsory solicitation obligations,paid solicitation,violation of information disclosure rules,improper exercise of proxy power,etc.,relief methods such as damage compensation and lawsuit for revocation of resolution of shareholders’ meeting are respectively provided.