The Study On Legal Issues Of Institutional Investors Participating In The Corporate Governance

Institutional investors is an important force of public company governance in our country.Based on the analysis of institutional investors participating in corporate governance case founding that institutional investors have fewer types of single phenomenon,and institutional investors abuse their shareholder proposal right.Actually cumulative voting system has been barely used,and it lacks the regulation of institutional investor exercising voting right.For the problem of institutional investors is small,in addition to the short development time of the institutional investors,the main reason is the law and regulations limit the proportion of institutional investors.Such as public funds,a fund held a company securities shall not exceed 10% of the net fund assets,and the same fund manager managing all funds hold securities issued by a company,shall not exceed 10% of the securities.Combined with the state that fund industry concentration degree is high,but the distribution of public companies is relatively dispersed,and the largest shareholder occupies a dominant position,suggestion stake rises from 10% to 30%,namely the same fund manager managing all funds hold securities issued by a company,shall not exceed 30%.In terms of institutional shareholder proposal rights,the number of proposals is smaller.And some institutional investors use proposal to influence the interests of the share price.Investigating its reason,mainly is the proposals about the provisions of the qualification of shareholders of the company law is not reasonable,only stipulated the proposal shareholder’s stake-alone or combined 3% stake,not holding period for regulation.On the one hand,3% shareholding requirement is too high,serious impact on the number of the proposals.The requirements of the holding period is missing,put forward proposals for using as a publicity stunt,to manipulate the stock price.At the same time,the lack of the proposal review system has aggravated the seriousness of the problem.So the premise above registered capital city,as a base of comparison classification,reduce the stake of the corresponding requirements of the relevantprovisions.Combined with the status quo of China’s institutional investors holding period on average as well as the relevant provisions of the laws and regulations,the holding period should be ninety days,and build a proposal review system.In terms of institutional investors voting,elected to the legislative mode,the cumulative voting system is difficult to apply in practice,thus whether the controlling shareholder stake is exceed 30% as the division standard,decided to choose the type of cumulative voting system.If the controlling shareholder stake is more than 30%and elect directors,supervisors.The cumulative voting system must be adopted.At the same time,we should improve the relevant laws and regulations,and strengthen the regulation of institutional investors exercising their voting rights.