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Of shareholders ' voting rights to exclude System

Author: DingRan
Tutor: QianYuLin
School: Yangzhou University
Course: Civil and Commercial Law
Keywords: Shareholders ' voting rights The right to vote to exclude Capital Majority alienation Disinterested Shareholders Applicable procedures
CLC: D922.291.91
Type: Master's thesis
Year: 2010
Downloads: 123
Quote: 1
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Abstract


In the modern corporate system, the majority rule is not only a conventional model to confirm the form of legislation, and has been for the countries in the Companies Act. But the principle is also caused by the largest shareholder of the interests of minority shareholders are born in a weak position occupied the majority of the company capital deprivation or neglect. In order to protect the legitimate rights and interests of the minority shareholders, all countries in the positive set up mechanisms to eliminate the evils of the majority rule applicable. For national legislation, best practice is to establish a preventive system to prevent abuse of the majority rule, that the exclusion of shareholders' voting rights system. Of 2005 the new Article 16 of the Law establishes a system of exclusion of shareholders' voting rights, but the terms of the rough, in practice, operability is not strong. This paper attempts to use the inspection, analysis of the root causes of alienation of the majority rule, the need for Establishing the exclusion of shareholders' voting rights system. Analysis by examining the foreign shareholders' voting rights of other laws exclude system to exclude Perfection ideas for our shareholders the right to vote. In addition, in-depth analysis of voting rights to exclude the relevant provisions of the system, dialectical analysis of China's existing shareholders the right to vote rule out the advantages and shortcomings of the system, targeted put forward a sound views. This paper is divided into four parts: the first part of the problem. Specifically address: (1) the alienation of the majority rule. The alienation of the so-called system, refers to the actual operation of the system due to some reason the system is designed or institutional nature deviates from or confrontation. With the changing economic environment, the company the operational decisions background of increasingly complex, the majority rule system alienation in the actual operation, the majority rule implementation deviates from the original intention. (2) the equity protection means alienation context reflection. Alienation analyze the root cause of the alienation of the majority rule, so that prevention of the majority rule alienation alienation prevention system is to establish that the exclusion of shareholders' voting rights system. Seek shareholders' voting rights from a different perspective to exclude the theoretical foundation of the establishment, at the same time refuted the academic world against the exclusion of shareholders' voting rights establishment point of view, to strengthen the system to establish the reasonableness of the exclusion of shareholders' voting rights. The second part, the voting rights of foreign shareholders to exclude legislative investigation of the system. Specific legislation addressed: (1) foreign countries and regions. (2) foreign voting rights exclude the value of the system of the dispute. Legislative practice of the system point of view, be excluded from the voting rights of foreign shareholders States to exclude the shareholders' voting rights system value questioned mainly originated in Germany and Japan the system legislative changes. Social background, Analysis of the legislative changes are due to the exclusion of shareholders' voting rights system in Germany and Japan, the lack of conditions for the implementation of the system, there is no system to protect, rather than the system itself the value of defects caused by legislative changes this article from Germany and Japan. (3) voting rule out the scope of application of the system. From the the foreign legislative point of view, the scope of application of the exclusion of shareholders' voting rights system involves two questions: First, on the choice of the legislative system, the second is the choice of the system is applicable to standard. The system is applicable to the establishment of standards, mainly related to the definition of \The third part of shareholders' voting rights rule out the system of Law and defect dialysis. Specifically address: (1) exclusion of relevant laws and regulations of the system Analysis. From the legislative point of view of our country, before the enactment of the new Law, China has a number of normative documents on the exclusion of shareholders' voting rights system requirements. In 2005, China's new \there are various aspects of the problem. (2) exclude deep analysis of the deficiencies in the system. To article 16, as well as other normative documents Analysis examines the dialysis of shareholders' voting rights rule out underlying causes of system problems, system error positioning system constructed system is not complete two aspects. The fourth part, my voting rights to exclude the Legislative Perfection. Specifically address: (1) the overall structure of the system. First correct positioning system value, the regime established the principle of regulation. Fair \To improve the institutional framework to achieve institutional system. (2) the structure of the specific analysis. First address on the relationship between the agent and the Trust excluded main practice to identify problems, propose consideration of the voting rights of control. Secondly, the whole of voting exclude grasp the scope of application of the system, combined with the second part of the relevant provisions of the foreign visits, the various foreign legislative system as well as the \established combination enumerated selective personal relationship defined in the \Again, the specific plan to exclude the application of the system. Finally, China's legislative defect analysis, innovation proposed shareholders' voting rights to exclude the application of the system procedures and remedies perfect, try to put forward the idea of ??pre-programming channels for relief proceedings.

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CLC: > Political, legal > Legal > Chinese law > Economic Law > Corporate law, company law
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