Research On The Legal Issues Of The Exercise Of Shareholders’ Voting Rights In China

Under the background of comprehensively governing the country by law,the National People’s Congress launched a new round of revision of the Company Law in April 2019.Equity protection,as an important content of the Company Law,has attracted much attention in the academic circle during this revision.As the core right of shareholders,shareholders’ voting right deserves academic attention.With the promulgation of the Provisions of the Supreme People’s Court on Several Issues of the Application of the Company Law of the People’s Republic of China(IV)(hereinafter referred to as the Judicial Interpretation of the Company Law),the Company Law of China has established a lawsuit against the failure of resolution,which provides another litigation remedy channel for the protection of shareholders’ voting rights.However,in recent years,the cases of infringement of shareholders’ voting rights in judicial practice have occurred frequently,which has become a common type of disputes in corporate disputes.Therefore,the existing legal system is not enough to fully guarantee the exercise of shareholders’ right to vote,and it is urgent to perfect the system of shareholders’ right to vote.Article the methods of literature study,empirical study,through the study of the theory of the system of shareholders’ voting rights to exercise,and combined with statistical analysis of judicial case,find out the specific reason for the violation of shareholder voting rights,so as to put forward the corresponding legislative proposals,protection of shareholders’ voting rights,at the same time as the company law of modified to provide certain reference significance.Firstly,it clarifies the concept,exercise principle,exercise mode,inadequate exercise and protection system of shareholder’s right to vote,summarizes the advantages and disadvantages of the existing system of shareholder’s right to vote exercise,and provides a theoretical basis for improving the system of shareholder’s right to vote exercise.Secondly,all cases from January 1,2017 to December 31,2020 were searched from the case database of Peking University Fabao.153 samples were randomly selected for classification and research,and the specific reasons for infringing shareholders’ voting rights were summarized to provide a practical basis for improving the system of exercising shareholders’ voting rights.Finally,by comparing the relevant mature foreign systems and combining the existing theoretical research and empirical research results of the exercise system of shareholders’ right to vote,this paper provides legislative suggestions for improving the exercise system of shareholders’ right to vote in China.First,the article concludes that system became a shareholder voting rights to exercise a right principle,the principle of capital majority,exercise,exercise on personally made clear rules of stockholder’s exercising the right,have a great value system,but at the same time there are also shortcomings,such as the lack of mandatory cumulative voting system,system of voting rights at home agreement not conducive to the protection of the small and medium-sized shareholders’ voting rights.Secondly,through empirical research,it is found that the shareholders’ voting right is infringed repeatedly in judicial practice,and the infringed objects are mainly natural person shareholders,medium and small shareholders and non-duty shareholders.The specific cause of infringement is: the company does not hold a meeting;Failure to perform notification obligations according to law;The convening method or voting procedure violates the provisions of laws,administrative regulations or the articles of association of the company;The content of the resolution violates the law or the articles of association of the company.Thirdly,the paper concludes that legislators can improve the system of shareholder voting right exercise.For example: improve the private relief path,strengthen the supervisory function of the Board of Supervisors,improve the resolution healing system,and introduce the resolution withdrawal system;Expand the public relief path,establish the administrative responsibility relief system and increase the criminal responsibility relief path;Increase arbitration dispute resolution mechanism to provide diversified relief methods for shareholders.At the same time,the compulsory accumulative voting system and the voting rights binding agreement system can be set up to fully protect the exercise of voting rights of minority shareholders.