Research On The Restriction System Of Controlling Shareholder’s Voting Right

Under China’s highly concentrated shareholding model,the main contradiction in corporate governance is between controlling shareholders and minority shareholders.It is not uncommon for controlling shareholders to abuse their rights.In particular,controlling shareholders take advantage of their shareholding in the company to oppress minority shareholders..In order to solve this problem,the company laws of many countries have set restrictions on the voting rights of controlling shareholders.However,in my country’s legislation,the voting rights restriction rules for controlling shareholders are extremely limited.At the legal level,only Article 16 of the "Company Law" sets the voting rights exclusion rules for shareholders,and the direct restriction rules for shareholders’ voting rights belong to the legislative blank.The abuse of voting rights by shareholders to damage the rights and interests of minority shareholders has become a hot spot for disputes.For this reason,this paper,through the introduction of the voting rights related system of controlling shareholders and the legitimacy analysis of the voting rights restriction system of controlling shareholders,combined with the current situation of the controlling shareholder voting rights restriction system in foreign countries and my country,pointed out the various problems currently existing in our country,and finally drew lessons from the overseas controlling shareholders’ voting rights restriction system.The merits of the shareholder voting rights restriction system will respond to the above questions one by one.The first chapter develops the theoretical investigation of the voting rights restriction system of controlling shareholders.First,it explains the double identification standard of controlling shareholders,the core meaning of voting rights,and the purpose of restricting their voting rights with controlling shareholders as the main object.The types of voting rights restriction system include the exclusion of voting rights and the narrow sense of voting rights restriction;then it discusses the legal basis for the controlling shareholder’s voting rights restriction system to pursue substantial equality,protect the interests of small and medium shareholders,and implement the equivalence of rights and obligations;The current situation is investigated and analyzed,and four types of extraterritorial restrictions on voting rights of controlling shareholders are introduced,as well as the current situation of my country’s incomplete voting rights exclusion system and a serious absence of voting rights restriction system.The second chapter is closely related to the problems reflected by the current situation of the voting rights restriction system of controlling shareholders in my country in the first chapter,and makes a detailed and in-depth analysis of the problems.By sorting out similar cases,it summarizes the focus of disputes,and analyzes the voting rights exclusion system of controlling shareholders and the voting rights restriction system of controlling shareholders in a narrow sense.It points out that in the judicial practice of our country,the application scenarios of the voting rights exclusion system of controlling shareholders are narrow,the identification standards are ambiguous,the procedural design is insufficient,the relief mechanism is single when the voting rights of the controlling shareholders are not reasonably excluded,and the lack of voting rights restriction basis when the controlling shareholders make flawed capital contributions,Insufficient restriction methods,imperfect relief mechanism when controlling shareholders’ voting rights are not reasonably restricted,etc.,and in-depth analysis of the reasons behind the problems.The third chapter draws on the legislation and practical experience of the voting rights restriction system of controlling shareholders in other countries,and responds to the legitimacy and demonstration of the role of the voting rights exclusion system of controlling shareholders in the first chapter on the practice of corporate governance,restricting the voting rights of defective capital contribution controlling shareholders in line with the basic spirit of the company law,etc.The specific questions raised in the second chapter try to provide a construction path for the voting rights restriction system of controlling shareholders suitable for my country’s national conditions.