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Study the legal protection system of voting rights of minority shareholders

Author: ZhangDong
Tutor: XuZhongQi
School: Central University for Nationalities
Course: Economic Law
Keywords: listed companies minority shareholders’ right to vote legal protection system for the minority shareholders’ right to vote
CLC: D922.291.91
Type: Master's thesis
Year: 2009
Downloads: 288
Quote: 1
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Abstract


In modern companies, especially in the listed companies, as a result of extremely scattered Equity, major shareholder and operator control of the company in fact. They disregard the interests of the minority shareholders, because of lacking strong oversight mechanisms, making them do whatever they like. They disregard the interests of the minority shareholders. Major shareholder and operator’ violations of the legitimate rights and interests of minority shareholders are worldwide. In this situation, the will of minority shareholders of the companies has been infringed by majority shareholder. The vote power of minority shareholders is near-zero force. Major shareholders’ means is regarded as the company will, they violate minority shareholder’s interest for their own without any obstacles. On the one hand, there is no enough legal system to protect the minority shareholders’ right to view in our corporation law system for a long period of time. On the other hand, as a result of minority shareholders’ "rational apathy" ,it makes minority shareholders’ the right to vote is infringed extremely serious in the practice of listed companies in China. This allows the concept of equality of shareholders of listed companies, which the Corporation Law has consistently adhered to, has been completely abandoned by the practice of listed company in China. To overcome such drawbacks of corporate governance, this paper argues that, building a comprehensive security system to protect the minority shareholders’ right is beneficial to the equity interests between major shareholder and minority shareholders. It also helps to stimulate the supervisory role of minority shareholders in order to improve the corporate governance of listed companies. In this paper, the center is to discuss how to build a comprehensive security system to protect the minority shareholders’ right.The body of this article is divided into four chapters, Chapter I of this article focuses on the theoretical basis of the protection of right to vote of minority shareholders. In this part, the author discussed the protection of the rights and interests of minority shareholders from the current situation, Based on the specific cases of China’s listed companies which lie great controversies, the author tried to explore the reasons for the rights and interests of minority shareholders being violated repeatedly by major shareholders from the perspective of practice. In addition, the author also cited the latest data of authority of China’s securities market. Through the overall analysis of ownership structure of listed companies in China the author searched for the economic reasons for the rights and interests of minority shareholders being violated repeatedly by major shareholders. Also in this section, the author made a detailed theoretical interpretation on the need to safeguard the right to vote of minority shareholders. The author argued that there is necessary to strengthen the maintenance of minority shareholders’ right to vote, on the view of protecting Company-Self-Governing, reducing agency costs and strengthening supervision of the minority shareholders on the company. The legal system on the protection of the interests of minority shareholders in Chinese corporation law is particularly vulnerable, subjecting to the constraints of traditional concept of equality of the principle of majority decision of capital. So, the author boldly amended the principle of majority decision of capital in principle, by analyzing the disadvantages and defects of the principle of majority decision of capital. Thus, the author conquered the theoretical obstacles of legal system on the special protection of the minority shareholders’ right to vote. In ChapterⅡ, author built a legal system for the protection of the minority shareholders’ right to vote in advance, from the specific point of view. In this part of the paper, the author emphasized the strengthening the minority shareholders’ right to get information, to convene and to propose bills. At the same time, the authors proposed a multi-faceted approach on specific method of voting should be taken, in order that minority shareholders to fully exercise their right to vote. In ChapterⅢ, the author conducted a comprehensive discussion on the security system of the minority shareholders’ right to vote. In this part, the author proposed some specific method to strengthen the minority shareholders’ right to vote, especially about the system to strengthen voting power of the minority shareholders’ right to vote. In addition, the author also stressed that the major shareholders’ right to vote should be restricted reasonably, and the legal protection for the minority shareholders’ right to vote should be strengthened from both positive and negative aspects. Chapter IV of the article aimed to explore the relief after the minority shareholders’ right to vote being infringed. "There are rights, there is relief, in this part, the author separately discussed the direct relief by sue and the indirect way of relief without sue.

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