The Research On The System Of Shareholder Proposal Right

The company is a product focused by shareholders’ assets, and centralization of capitalwill inevitably lead to concentration of power. For easing to run the company, shareholderschoose the company managers because of their trust. However, managers cannot acceptliability for company’s success or failure. Because of the long-term effect of concentration ofpower, the managers have much profit-making advantages, and the company’s Interest is nottheir business. The management to company is being divorced from the ownership, which is aconstant problem under the business status. As the owner of the company, the shareholdersundertake the duty of company, but its interests are often ignored or violated. In order toavoid this problem, at home and abroad, the legislation gives shareholders the rights, whichthey can send their proposal to the shareholders’ meeting to vote on company resolutions. Theirown proposals proposed can avoid the board to damage the interests of the company by theirpower.Shareholders’ proposal right is a kind of equity. It means advisable shareholders cansend their proposal to the shareholders’ meeting to vote on company resolutions. The system ofshareholder proposal right is the rule of law when shareholders exercise of the right. Thesystem of shareholder proposal right is the protection of minority shareholders’ equity,between the power balances in the company, ensuring management efficiency, urging thecompany to actively fulfill their social significance of responsibility.Company Law of the Peoples’ Republic of China was revised in2005, joining theprovisions of shareholder proposal right. However, the content of our proposal right system istoo simple compared with the mature foreign legislation, and it cannot be effective in practice.Therefore, this paper will judge our system about shareholder proposal right and givesuggestions from the value of the macro analysis, from the perspective of dynamic rules athome and abroad, interpretation. The full text is divided into five parts:The first part is an overview of shareholder proposal right. Including the environment ofshareholder proposal right, namely, the shareholders of the general assembly formation andresolution process; the difference between the shareholders’ meeting proposals andshareholder proposals; introducing the concept and nature of shareholder proposal right. The second part is the analysis of the value of shareholder proposal right. The traditionalvalue reference of shareholder proposal right, combined with the Modern Corporationgovernance under the value extension, the system of shareholder proposal right value can bedivided into the general value that with two aspects of modern social value. Behind thedifferent value pursuit, embodies the balance the overall interests of the company, theshareholder rights and interests among the three operators.The third part introduces the system of shareholder proposal right in America. Thesystem of shareholder proposal right is first founded in USA, experiencing70years ofdevelopment, and the relevant provisions have been quite perfect. Such as: proposal of thequalification of the main proposal and proposal, number of words, the proposal defined toexclude liability and provisions of rule and the proposal right. Through the dynamic analysisof the process of the institutional revision, try to figure out the legislative value tendency ofshareholder proposal right.The fourth part is the analysis of shareholder proposal right system in China. Firstlyintroduces the laws about shareholder proposal right system in China; then points out thecontents of each part of the problems by comparing with the laws in USA from theshareholders’ qualification, the content range, the format requirements, the auditing requirements,and the relief procedure.The fifth part is to perfect our system of shareholder proposal right. As is stated above,sum up points of view, drawing on the experience of perfect legislation in USA, aiming at theshortage of our system of shareholder proposal right in legislation, to give some suggestions.