Research On The Proxy Solicitation In Listed Companies

On November 9,2021,China Securities Regulatory Commission(CSRC)issued the Interim Provisions on The Management of Public Solicitation of Rights of Shareholders of Listed Companies(hereinafter referred to as the Interim Provisions),which further refined the shareholder rights solicitation system stipulated in Article 106 of the Company Law and Article 90 of the Securities Law.At present,the regulation has not been officially announced.The proxy solicitation system is an important system to optimize the governance of listed companies and improve the capital market,which is beneficial to fully collect and disperse the will of shareholders and truly form the consensus of shareholders.At the same time,the potential possibility of minority shareholders collecting voting rights also poses a threat to the management of listed companies,which further alleviates the tension between the management and shareholders under the background of the separation of the two rights and reduces the agency cost.The main part of this paper intends to systematically discuss how the proxy collection system,an exotic product,plays a role in China’s capital market environment from the three aspects of finding problems,putting forward problems and solving problems.The system of proxy solicitation has a long history in China,and its earliest legislative prototype can be traced back to the system of entrusting agents to attend shareholders’ meetings established in 1993 company Law.In nearly 30 years of development,the practice of proxy solicitation is also common.However,the research shows that the proxy solicitation has little contribution to corporate governance in China.It has not helped the fierce competition for control of listed companies in the market,nor has it concentrated the opinions of minority shareholders and improved corporate governance in a peaceful environment.Some scholars at home and abroad attribute this to the dependence of proxy solicitation on specific capital market environment,and believe that the effectiveness of proxy solicitation is closely related to the degree of equity concentration and other factors.This trend of thought lags behind the legislative process and academic research of proxy solicitation in China to some extent.In the second chapter,this paper refutes this view and justifies the development of proxy solicitation in China.After straightening out the connotation of the proxy solicitation system and paving the theoretical way for its development in China,there are still some practical problems to be solved.The primary problem of proxy solicitation is that it is difficult to start.Subject to legal factors lacking in normative system,as well as economic factors such as "free riding",few minority shareholders take the initiative to propose proxy solicitation in reality,which leads to the system being used by major shareholders or controlling shareholders instead,and further strengthening the authority of major shareholders.The opening of this dilemma needs to rely on the main body outside the market.As a legal investor protection agency,the investment service center has already made a great show in the Chinese version of the class action of listed companies,and redeemed a lot of losses for small and medium investors.The solicitation of proxy provides a legal way for the investment service center to intervene in corporate governance in advance,which should be paid attention to.The perfection of proxy solicitation system also depends on efficient and transparent information disclosure.At present,the information disclosure in China’s proxy solicitation practice is mixed,and the legal regulations on information disclosure are relatively simple.It is necessary to remold the information disclosure system in proxy solicitation based on the information disclosure system of the United States.Another myth proxy solicitation research in China is to regard it as an independent system,through the comparison on the radical,actually it is not difficult to find proxy solicitation and high binding proposal right in the company law system,but in our country,the two system whether it is used alone,or in combination with and,for the contribution of corporate governance has become a mere formality and insignificant,At present,the theoretical research of proxy solicitation in China also focuses on the solicitation of voting rights and ignores the solicitation of proposal rights."Securities law" the 90 th will be voting rights and the collection of initiatives,the right to fully illustrates the legislators for proposal solicitation system development also has the possibility of considerable promise,so this article is in line with the purpose of the fill in theory,combined with the company law major revision mark,puts forward Suggestions for the improvement of the system of right to proposal solicitation.In order to improve the proxy solicitation system in China,we should attach importance to the simultaneous development of the right to vote and the right to propose,and explore a proxy solicitation system model suitable for China’s national conditions.