The Review Of Vote-buying In Corporation

The behavior of vote buying had been long ago, however the Schreiber court began itsanalysis by enunciating a definition of vote buying from Schreiber v. Carney, whose decisionhas since changed the judicial ban on corporate vote buying. The court in Schreiber did awaywith the rule of per se illegality for vote-buying arrangements and replaced it with anevaluatory rubric with a three-step test. When the case passes the test, its vote-buyingarrangements is permissible. The evolution of the Schreiber ruling in Delaware has givenother countries empirical references. Combined with the change of the related regulation inTaiwan of China, we can draw an conclusion that the ban on voting rights initially conformsto be appropriate, but with the development of securities market, the improvement ofcorporate governance mechanisms, and the new company problems merging, now it becomesan important issue to justify voting buying and to build the relevant regulatory mechanisms.This text has introduced a definition of vote buying, clarified the significance ofcorporate governance and shareholder wealth, scrutinized the reasons against voting buying,consequently regardless of the grounds for equality, alienation, efficiency or cost, which hasproposed,a complete ban on vote buying is not conclusive. This paper has described theevolution of the vote-buying judicial practice, reviewed the evaluatory rubric with a three-steptest, referenced the experience of the related regulation in Taiwan, combined with vote buyingpractice of the status quo, the existing legislation and regulations and the attitude in China,and aimed at the trend,conclusively has proposed to build our related systemrecommendations with the expectation to play a little role in the improvement of thevote-buying legislation.