The Shareholder Pass-through Voting System

Since the reform and opening up,the enterprise group mode has experienced a rapid development in China as in the United States in the last century.The pyramid ownership structure not only speeds up the expansion of the group,but also enables the controlling parent company to firmly control the whole group while holding fewer shares of the lower level companies.All these make the relationship between parent company and subsidiary company more and more complex.According to the development experience of foreign countries and the practical problems in China,the mode of enterprise group will bring about the problem that the voting rights of the shareholders of the parent company are constantly losing.In the current legal framework of our country,there are a lot of uncertainties about the enterprise group,which is difficult to solve the problem of the loss of the voting rights of the shareholders of the parent company caused by the enterprise group.In the case that the usual solutions can not solve this problem well,it is imperative to introduce a new system which has been proved to be feasible,and the voting right of shareholders is in line with this requirement.In the beginning of last century,the system took shape in the United States,and then it was formed independently with the help of cases and theories,and introduced by more countries.It can not only properly solve the problem of the loss of voting rights of the shareholders of the parent company,but also rebalance the division of power of the company.It is necessary to break the balance between the shareholder’s voting right and the parent company’s voting right.Therefore,we need to build a complete set of shareholders’ voting rights crossing system in China to adapt to this expansion,and also need to improve its supporting system to ensure the smooth operation of shareholders’ voting rights crossing system.In the first chapter of this paper,the concept of shareholders’ voting right crossing system is defined.Secondly,it puts forward the problem of the loss of the voting rights of the shareholders of the parent company and the usual solutions,analyzes and points out its shortcomings one by one,and puts forward that the most appropriate strategy is to pass through the system of shareholders’ voting rights.After that,it puts forward the theoretical basis of the system of shareholders’ voting rights,from the breakthrough of the independent personality of the legal person,to the system of denying the personality of the legal person,and then to the legal theory of the enterprise group to demonstrate the rationality of the system.Finally,it points out that the practical problems in our country will inevitably lead to the loss of the voting rights of the shareholders of the parent company,which proves the necessity of constructing the system in our country;it points out the vigorous development of the enterprise groups in our country and the attempt and exploration in legislation,so as to prove the feasibility of constructing the system in our country.In the second chapter of this paper,the typical cases of the United States and Germany are used to point out the differences in the formation of the system of shareholders’ voting rights.Secondly,it points out the overlap and difference in the scope of application through the comparative analysis of the typical statutory structure of Germany and the United States.Finally,through the listing of the written laws of the voting right crossing system of shareholders,and analyzing the differences between them,it can provide reference for the construction of the voting right crossing system in China.In the third chapter of this paper,firstly,the principle of constructing the system of shareholders’ voting right is clarified,which is the key to restrict the boundary of the system construction.Then it constructs the specific conditions of the system and demonstrates its rationality.Finally,the paper discusses the supporting system of the system,including the system of inspection right as the basis of the system,the system of notice as the core of the system,the system of dilution of voting right as well as the system of double representative litigation as the final guarantee.