| Since the separation of the ownership and the management of the modern corporations, the fight for the control to the corporation has never ceased. Combined with the traditional voting by proxy rule and modern disclosure requirements in securities law, proxy solicitation distinguished itself in the fight for the control of the corporation and showed its remarkable power on it.Notwithstanding its origin in acquiring the controlling power of the corporation, proxy solicitation embodies its function on the corporate governance both from the internal and the external of the corporation. Proxy solicitation deserves more recognition as a mechanism protecting the rights of the shareholders and prohibiting the interests of the minor shareholders.In China, however, the laws and regulations concerning proxy solicitation are almost blank. Although most of the board of directors of the listed corporations sent proxies to the shareholders before the shareholders general meeting, and a few minor shareholders tried to solicit the proxy from other shareholders to challenge the incumbent who may not be competent, these solicitation were disordered and under few laws and regulations constraining. Therefore, this thesis tries to use the foreign practices for reference to construct the laws and regulations related to proxy solicitation in China.From the angle of comparative study and legal economics analysis, this thesis disregards the national difference, and breaks proxy solicitation into some most important and disputable legal issues. After the discussion on the legislative actuality and real cases happened in China, the legislative framework of proxy solicitation in China is preliminarily built.Besides the preamble, the whole thesis is divided into four sections. The first section deals with the concept, history, basis and the significance of proxy solicitation, which mainly includes two issues. The first one starts from the concept and history, which abstracts the description of solicitation and traces back the development from voluntary proxy tosolicited proxy. Through the economic and jurisprudential analysis, the second part encloses the institutional value of proxy solicitation along with its multi-angle significance on corporate governance and refraining from its abuse.The second section outlines the framework of proxy solicitation through a comparative study on its most disputable legal issues. This section mainly focuses on relevant laws and regulations in the U. S. , while take other countries and regions as reference.The third section analyses the realistic basic for enacting the laws and regulations relevant to proxy solicitation in China, and brings out some legislative advises. Beginning with the latest legislative development and representative cases, this section indicates the urgency of constructing the relevant laws; further, from the macro and micro level, this section brings out the legislative advises with the principle of strict legislation.The forth section sums up the whole thesis.The writer expects to accomplish the following purposes by this thesis,1. Define the concept of proxy solicitation roundly and trace back its development.2. Try to analyze the necessity and significance of proxy solicitation in realizing the voting rights from the angle of legal economics analysis.3. Discuss the significance of proxy solicitation on the corporate governance and the refraining from its abuse.4. Break down the proxy solicitation into the most significant and disputable legal issues in the practice, and introduce the laws and regulations related to proxy solicitation in the world as widely as possible.5. Research on the latest legislative actuality and leading cases concerning proxy solicitation, and disclose the deficiency of relevant laws and regulations in China.6. Advance the legislative advises on constructing proxy solicitation in China. |
