Studies On The Legislation Of Shareholder's General Meeting In China

Shareholder's general meeting is closely related to the interest of shareholders, the primary party of the company. It can indirectly affect the efficiency of a country via the framework of the company. So it is important to improve the general meeting system, confirm the meeting as the supreme agency of the power of a company and protect the interest of the shareholders.The present regulations seem to provide the basis for the convening and voting of the general meeting. But in practice there are a lot of disputes on the meeting, some of them irresolvable by the judge. They disturb normal managing of the company. The defection of the general meeting brings many problems, such as the unreasonable framework of the company, damage of the shareholders' interest and judicial entanglement. On the basis of the reference of foreign developed legislation, this paper tries to study the basic system of the general meeting and gives some suggestion to improve our legislation.There are four chapters in this paper. The first chapter explains the importance of the shareholders' interest in the framework of the company. The author points out that the key to perfect the framework is to preferentially consider the shareholders' interest. Under the condition of protect the shareholders' interest, the author enumerates the shareholders' rights, such as right of attending the meeting, right of voting, right of election, right of checking, right of getting dividends. After enumeration and analysis, the author find that the shareholders only can realize their interest though the general meeting and give the statement of recognizing the importance of the general meeting.There are three parts in the second chapter. Via analysis on cases, the general meeting looks like democratic, but it is useless. There are many problems, such as too big a shareholder, controlled by the board, minority shareholders without passion. The author gives the reasons. The last part points out that it is useless of the general meeting to protect shareholders' interest. Based on the analysis of the disputes of the general meeting, the third chapter explains our present legislation on the general meeting on the subjects of convening of the meeting, right of making motion, to address question and of speech and right of voting. In order to give her suggestions, the author also compares the USA system of the Angle-American law system and German and Japan systems of the Continental law system. The fourth chapter gives a series of suggestions. First, there should be more shareholders attending the meeting. We can set the statutory minimum share, improve agency system and notify shareholders as many as possible. Second, the shareholders should be able to make important decisions by means of exerting their right of making a motion, to address question and of speech. Third, we can improve the system of asking for judge to convene the meeting, accumulative voting and exclusion of voting right to protect the minority shareholders' right. At last, the author points out that judge can use these rules to resolve the disputes concerning the general meeting.