Dissertation > Political, legal > Legal > Chinese law > Economic Law > Corporate law, company law

Research on Shareholds’ Votiong Right

Author HuangLan
Tutor WangYanHua
School Zhengzhou University
Course Legal
Keywords Exercise the right to vote one share one vote principle the exercise of voting rights restrictions voting rights of minority shareholders
CLC D922.291.91
Type Master's thesis
Year 2011
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Both American famous jurists Easterbrook and Fischel hold that the voting rights of shareholders is the second character of company if the limited liability is the first character. Thus, the voting rights of shareholders are essential to the right system, which is about the rights of shareholders can be realized. The prevalence of real-life situation of minority shareholders the right to vote taken seriously, and because the exercise of voting rights of minority shareholders imperfect system itself, making the interests of minority shareholders are often violated.The exercise of voting rights is an important way to achieve the rights of shareholders, but also reflects the shareholders’ownership of company. With the great development of company, especially the increasing awareness of the rights of shareholders today, the research to the exercise of the shareholders" voting rights have theoretical and practical significance.Paper is divided into introduction, body and conclusion section, which text is divided into four chapters.Chapter one analyzes the concept of shareholder voting rights which include the primarily meaning of it (Approve or reject the decisions of that general meeting) and the nature of it (the shareholders voting right is based on funding). The voting rights of shareholders are used to express the shareholders views on company’s major issues, which can achieve the company’s ownership rights. Shareholders’voting rights are inherent and can be used the individually for common interest.Chapter two is of the voting rights project of the exercise of the principle. The whole chapter is divided into three sections, namely the principle of the exercise of voting right, one share one vote principle, the majority rule, the principle of collective exercise, the exceptions principles and its theoretical basis. And specific shares or shares held by certain shareholders to restrict the voting rights provisions, with the form of inequality to seek substantive equality is to protect the interests of small shareholders are not infringed. Exceptions to the exercise of the right to vote, including six factors, non-voting shares, multiple voting shares, own shares voting rights, shareholder voting rights, each holding voting rights, voting rights and other interests.Chapter three is to exercise the voting rights of minority shareholders a special way, the part from the position and rights of minority shareholders on the basis of protection of voting rights proxy system, voting trust system, cumulative voting system, the type of shareholder voting system were studied. Mainly related to these systems and the relationship between minority shareholders to exercise voting rights. Since relatively large share of large shareholders to exercise voting rights at the same time easy to form on the company’s "monopoly" status, "dictatorial" decision-making and control of the major affairs of the company business management, which is the management of large shareholders. Minority shareholders holding shares in the company is relatively small, they deserved in the management of human, rights vulnerable to damage, if you want effective protection of minority shareholders, major shareholders must break the "monopoly" status. If the minority shareholders in general meeting have no say, no decisive role, will always be the major shareholder of the "exploitation" and "oppression." Minority shareholders to adopt the only way to unite and speak with one voice; voting solicitation and voting trust, shareholders of the cumulative voting system gave voice to a certain concentration, can better reflect the interests of small investors, shareholders class voting system is given its decision to the General Assembly resolution on the right of shareholders to effectively solve the flow of non-tradable shareholders and the balance of interests between shareholders.Chapter four of "Company Law" in the exercise of voting rights of minority shareholders on the provision and improvement of the system. The existing Companies Act the right to vote in favor of the provisions of minority shareholders, and inadequacies, and how to improve the system of minority shareholders to exercise voting rights.

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