On The Construction Of Parent Company Shareholders' Voting Rights Crossing The Rules

The grouping of enterprises leads to the dilution of the shareholders' rights of the parent company,and the resulting protection of the shareholders of the parent company is an important issue in the related enterprise law.The lack of legislation of enterprise groups leads to insufficient protection of the shareholders' equity of the parent group.For example,when the company sells major assets,it must go through a special resolution of the shareholders(large)meeting,such as the directors adopting the establishment of subsidiaries to avoid shareholders(large The strict procedures for the sale of major assets and the risk of shareholder share redemption,depriving shareholders of their rights,not only the sale of major assets,but other matters that should be resolved by the shareholders(large)meeting,such as mergers,separations,capital reductions,new shares issued There are similar circumvention measures.In order to reply to the diluted shareholder rights,the voting rights crossing rules are introduced by drawing on the judicial experience of extraterritorial legislation.Pass-through voting refers to the system in which the shareholders of the parent company can directly vote on the fundamental change of the subsidiary directly across the legal personality line of the parent company,such as the merger,separation,and business of the subsidiary.Wait.In view of the above problems,the paper is divided into four parts:The first part is a basic overview of the voting rules of the parent company's voting rights.Firstly,it discusses the theoretical system of voting rights crossing rules,and discusses the reasons,evolution and related theories of parent company voting rights crossing rules.Secondly,it expounds the problem that the shareholder's equity of the parent company is easily diluted under the parent-subsidiary structure,and demonstrates the institutional value of introducing voting rights through the rules,that is,the practical problem of introducing voting rights to cross the rules.The second part,the real dilemma of the protection of shareholders' rights of the parent company under the company law rules.Firstly,it discusses the current situation of the imbalance of the interests of the minority shareholders in the parent company,the current corporate legislation and the special field in China,and the necessity of voting rights crossing rules.Secondly,it discusses the feasible ideas for seeking the rights relief of the shareholders of the parent company,such as strengthening the indirect supervision,giving the parent company's prior participation rights and introducing the voting rights crossing rules.Finally,a comparative analysis of relevant programs is carried out to demonstrate the feasibility of the rule.The third part is the extraterritorial experience of shareholders' voting rights crossing the rules.First,it introduces the background,evolution,and development of the theory of voting rights in the United States,an introduction to the summary of Melvin Aron Eisenberg's doctrine and the provisions of the current US law.Secondly,it summarizes the background and evolution of the German law on the rules and evolution of voting rights and the main points of the doctrine.Finally,it discusses the background of Japan's introduction of voting rights crossing rules and the development of voting rights crossing rules.The fourth part is the construction of the voting rights of the shareholders of the parent company in China.First of all,it elaborates that the important concepts in the rule are defined in China,such as the definition of the parent-subsidiary company in China and the identification of important changes in the voting rights of shareholders,and the related concepts are clarified.Secondly,it discusses the consideration of the voting rights through the exercise of the voting rights,that is,the protection of the interests of the parent company shareholders and the maintenance of the independence of the subsidiary,the interests of the parent company investors need to be protected,but also the independence of the subsidiary.Finally,based on the above research,the specific procedures for limiting and designing the conditions for voting rights crossing rules,such as the voting rights crossing rules,are restricted to important subsidiaries,the mode of exercise is direct participation,and the scope of exercise is the fundamental changes of subsidiaries.