Shareholders' Voting Rights The Legal Studies

Shareholders’ voting right is the right to participate in company’s business decision-making. The exercise of shareholder’s voting rights affect the company’s business decision-making and governance structure, it’s one of the basic problems of corporate law. By studying on the problem of the exercising of voting rights, we can achieve internal democracy and find ideas to promote the efficiency of company operations. Finding balance between fairness and justice by protecting shareholders’ voting right and having necessary restrictions on it is the main research directions. This article uses the method of comparative analysis and value analysis to analyzing our country’s legislation and practice while studying on relevant foreign System or specific operations as reference to the perfection of our legislation. It also uses the method of value analysis to analyze the rank of the legal values in specific cases which provide theoretical basis for the improvement of the relevant legal system.Shareholders’ voting right is a special civil right owned by shareholders which has unique legal nature. Different from other kinds of rights, the exercising of voting rights affects common interests. Shareholders’ voting right is fixed and can be exercised by shareholders individually. The voting rights are playing an important role in the relationship between the shareholders and their companies. For the shareholders, exercising the voting right is not only a basic approach to control companies, but also an effective means to compete for control of their companies.For maintaining the stability of company’s business decision-making and the orderliness of operations, shareholders should follow certain principles when exercising voting right. The "one share one vote" principle and majority determination principle are the basic principles of voting rights exercising which form the general principles with the voting together principle. There are some limitations with general principles in special cases which will have some negative effects. It’s necessary to analysis the situations of shareholders hold non-voting shares, multiple voting shares and zero shares which can helps us to correct the general principles appropriately.The way of the exercising of shareholders’ voting right affects the efficiency of company’s business decision-making. Both of the personal voting and proxy voting are the common forms in practice, they are also the basic forms prescribed by law. In recent years, some special way of voting including voting trusts, voting agreements appeared for practical needs, reasonable regulations for them help us to protect shareholders" interests and achieve the efficiency of company’s decision-making. With the development of the times, there have been some special methods of voting, such as written voting and network voting, we should make it standardized by using the experience of other countries for reference.In practice, some shareholders abuse their voting right and their behaviors have a negative impact on the interests of other shareholders. It’s necessary to limit the exercising of voting rights in exceptional circumstances. Justice, benefits counterbalance and no abuse are basic theoretical principles of the necessary restrictions. The restrictions should be designed mainly on the situations such as exercising of voting right of major shareholder, cross-shareholdings between companies and held own shares by companies. In addition, voting exclusion system is vital for protecting the overall interests of the company, the relevant provisions of which should be improved in our legislation.