Research On The Legal Issues Of Split Voting

The so-called split voting refers to the behavior of shareholders holding multiple voting rights to express disagreement on shareholders’(major)meetings.Establishing rules for the split voting,whether it is to improve corporate governance internally or protect the interests of actual investors externally,is of great benefit.Although theoretically there is a dispute over whether voting rights are not uniformly exercised,this dispute is also related to the nature of voting rights and their rules of exercise.However,according to the principle of “one share,one voting right”,voting rights are based on a single share rather than a single shareholder,and shareholders who hold multiple voting rights can exercise their voting rights separately.Based on the theory of "separation of ownership and management rights",the trend of "heterogeneity" of shareholders has continued to deepen,and the phenomenon of separation of nominal shareholders from actual investors,such as proxy voting,has emerged in practice.Rights and obligations,legislation in many countries and regions recognize split voting,and the more typical types are voting rights in the case of share trusts,depositary receipts,employee shareholding,anonymous capital contributions,share ownership,etc.Inconsistent exercise scenarios.Drawing on the legislative laws of various countries and regions,combined with the increasing reality of “holding shares for others” such as securities investment funds and voting rights trusts in the practice of Chinese companies,China’s company law should also clearly recognize split voting.In order to guarantee the normal order andefficiency of the shareholders’ general meeting operation,when constructing a system of split voting in China’s company law,it should also stipulate specific procedures for shareholders to exercise their voting rights inconsistently.Regulate all aspects,and give the company a certain right of rejection.The main part of this article is divided into four parts.The first part is the theoretical basis of the split voting.It mainly revolves around the development path of the exercise of voting rights.Although one share and one right are widely adopted by modern companies,there are certain disadvantages.It is easy to move toward capital democracy and capital tyranny.The split voting can be a useful supplement to one share of one right as a flexible means of voting.Although there are different views on the split voting in theory,it should be recognized that it is reasonable to allow split voting in special circumstances.Starting from the theory of consciousness expression,the split voting provides a necessary channel when the two are separated,because the forming subject and the acting subject in the resolution act are separated.It is in the interests of shareholders and beneficial to the company Governance of order.In the second part,from the perspective of comparative law,it summarizes the typical national legislation in the civil law system,the common law system and some existing regulations in China,so as to sort out how different countries and regions regulate the uneven exercise of voting rights.And required.It is not difficult to find out by comparison and comparison,almost all countries regard "holding shares for others" as the major premise that allows split voting,thereby avoiding abuse of voting.After sorting out the legislative situation in various countries and regions,a total of five typical situations in which voting rights are not uniformly exercised are summarized and summarized,namely,share trusts,depositary receipts,employee shareholdings,anonymous contributions,share ownership and partial transfer of shares without registering.The third part is to demonstrate the macro-consideration of the establishment of the split voting in China.First of all,we start with the justification,necessity and feasibility of introducing the rule of split voting in China to demonstrate the significance of this system construction,and then analyze the specific constructionmodel to prove that it is more secure to construct by default specifications.The last part discusses how to construct a split voting with its own characteristics.With reference to the legislative situation in other countries and regions,the system is constructed from the two aspects of subject and procedure.As far as eligible subjects are concerned,they are mainly "shareholders who hold shares for others",which is also a common practice in almost every country.The anonymous investment is a typical situation.Concerning anonymous investment,comprehensive consideration shall be given to the various situations such as the validity and type of the shareholding agreement on which it is based.As for the specific procedures for split voting,it is also necessary to strictly regulate and ensure the voting order with procedural justice.For this abnormal voting method,certain procedures must be used to let the company and other shareholders know the relevant situation,while giving the company certain Whether the discretion allows shareholders to apply for a split voting to balance the rights.Once approved or confirmed by the company,multiple voting rights can be divided according to the voting intention.At the same time,in order to prevent the abuse of the system,it is necessary to jointly guarantee the effectiveness of the system in three aspects: the standardization procedure before the meeting,the confirmation procedure during the meeting,and the relief procedure after the meeting.