Research On Classified Shareholders’ Voting System

Classified shareholders’ voting system is an innovation system of corporate governance,which established in order to balance interests between different type of shareholders,protect rights of classified shareholders and increase corporate financing.In Britain,United States and Japan,this system is more mature and have rules and regulations appropriate to national circumstances; In our country, the relevant legislative level is too low, fragmented and many contradictions and conflicts therein.But the State Council in 2013 introduced "State Council guidance on carrying out a pilot preference shares" and the SFC in 2014 introduced the "preferred stock pilot management approach" intends to implement preference shares pilot in listing corporation and non-listed public companies, which brings new meaning for our classified shares system’s introduction and implementation.This paper begins with the interpretation of relevant concepts of the classified shareholders’ voting system,analysis present situation and advantages of this system in Britain,United States and Japan,On this basis, review the development process of classified shareholders’ voting system and sum up the existing problems, and then put forward four proposals to improve the voting system of our country.The full text is divided into four parts, each part of the main contents are as follows: In order to better explain the connotation of classified shareholders’ voting system, firstly,decomposed the concept of classified shares, classified shareholders,classified shareholders’ meeting and classified shareholders’ voting;Secondly,expounds the connotation of the classified shareholders’ voting system, then put forward profit or surplus property distribution of preferred shares,limited voting shares, repayment of shares and conversion of shares;finally discusses the classified shareholders’ voting system on the basis of the theory, namely expanding "the right to share the same"and prevent abuse of "Capital majority decision".The second part is foreign classified shareholders’ voting system and evaluation. This paper analysis present situation of classified shareholders’ voting system from Britain to United States and Japan, based on summing up their experience and advantage, In order to provide reference for the establishment and practice of the system in our country.The third part is Chinese classified shareholders’ voting system and evaluation. This part proposed "Company Law" reserving space of classified shareholders’ voting system and at the same time, combing the different periods of the system in the provisions of the administrative regulations and rules, focusing on induction of summary of our classified shareholders’ voting system existing problems and puzzles —Unclear classify of shares, low level of class voting legislation, fuzzy classified shareholders’ voting range, confused classified shareholders’ voting procedures, non-voting shareholders’ voting rights resurrection system is not perfect and so on.The fourth part is suggestions to perfect our country’s classified shareholders’ voting system. In view of the above problems and puzzles, if we want to improve our classified shareholders’ voting system, we should clarify the types of shares by legislation,specific classified shareholders’ voting range, adjust classified shareholders’ voting procedures and improve non-voting shareholders’ voting rights resurrection system.