On The Legal Restrictions On The Autonomy Of Voting Rights Of Listed Companies

The legal restrictions on the voting autonomy of listed companies not only come from the company law,but also are deeply influenced by the security law.Since March 1,2019,the Listing Rules of science and Technology Innovation Board of Shanghai Stock Exchange(hereinafter referred to as the Listing Rules of science and technology innovation board)officially allow companies with dual ownership structure to submit listing applications,listed companies have taken a solid step in voting rights allocation autonomy through the articles of association.Although voting autonomy is a beneficial attempt to realize the value of the company,it also hides the risk of abuse of control.If not restricted by law,the interests of public investors with low voting weight shares may be damaged.On the one hand,the law should pay attention to the growth trend of new economy companies and try its best to promote the strengthening mechanism of control right to serve the development of companies;on the other hand,the law should resolve the possible risks brought by the strengthening of control right and prevent and punish the behavior of using control right to concentrate on infringing public investors.The main part of this paper is divided into four partsThe first chapter is an overview of the voting autonomy of listed companies.Voting autonomy of listed companies is a new legal system for China's capital market,and tracing its origin is the first task to clarify the concept.The first chapter introduces the connotation and extension of voting autonomy of listed companies.The connotation of voting autonomy of the listed companies consists the innovation of ownership structure and special agreement arrangement.The innovation of ownership structure and special agreement will create two kinds of stocks:high-grade stocks and low-grade stocks.The concept and characteristics of voting autonomy of listed companies can be revealed through the discrimination with similar concepts and their display in time and space.The second chapter is the legal analysis of voting autonomy of listed companies.In the governance of listed companies,controlling shareholders,non-controlling shareholders,managers and creditors are the most important legal subjects.There are principal-agent relationships between shareholders and managers,creditors and shareholders,controlling shareholders and non-controlling shareholders.When the listed companies seek the concentration of control,the agency cost brought by the above legal relationship has to be considered.The strengthening mechanism of control based on one share one vote rule highlights the problem of horizontal agency cost,and the voting autonomy further aggravates the severity of the problem.Therefore,the basic idea of limiting voting autonomy by law should be to reduce the cost of horizontal agency.Chapter three focuses on the legal responsibility of voting autonomy of listed companies.In the listed companies with innovation of equity structure or special agreement arrangement,the shareholders of senior class share have no equal obligation to obtain high-level shares,and they are unfair in the legal relationship between the principal-agent and the low-level shareholders.Listed companies may become the tool for senior shareholders to infringe on the shareholders of low-level shares,so it is necessary to emphasize the civil liability of the former to the latter.The former abuse control right to damage the shareholders' rights and interests of the latter should bear the liability for breach of contract.The regulatory body should make clear that the new thing of voting autonomy of listed companies has the necessity of focusing on supervision.On the one hand,the law enforcement of securities should be strengthened,on the other hand,the responsibility of the illegal subject should be guaranteed by the regulatory authority.The fourth chapter systematically explains the construction of the normative system that the law restricts the autonomy of the voting rights of listed companies.The essence of the autonomy of voting rights is the attempt of mandatory legal norms to return the allocation of voting rights to the company with restrictions.From this essence,the fourth chapter expounds the legitimate basis and practical space of voting autonomy.Based on the theory of control enhancement,this chapter puts forward the necessary measurement standard for the legal restrictions of voting autonomy,that is,to relax the restrictions on the difference of voting rights,but to tighten the restrictions on the transfer of senior shares.The determination of this principle involves the framework analysis of equity rights and interests,and it is more related to the convergence of securities legal norms and company legal norms.In addition,this chapter also deals with the supporting mechanism of the regulatory system.