Analysis Of Shareholder's Proposal Right System

Now,the shoulders' rights are sidelined,giving shoulders the right to proposal has great significance in balancing the interests between the controlling shareholders and the minority shareholders,carrying out the social responsibility and perfecting the information disclosure system.But at present,the legal provisions on the shareholder's proposal right are not very perfect in our country.The qualification requirements,the proposal procedure,the proposal review and the relief are vague.This article will start from the case,theoretical basis and institutional value of shareholder proposal right,and in view of the current difficulties in the implementation of shareholder proposal rights,combined with the advanced legislative experience abroad and the actual situation of China,in order to put forward some insignificant suggestions.This article is mainly composed of the following three parts:The first part is introduced by the case of two listed companies,ST Xin Mei and ST Hui Qiu,we can know the problems existing in the process of the shareholder proposal right by analyzing the main conflict points produced by the listed companies around the shareholders' proposal rights,and the basic theory of shareholder proposal right is drawn out.It includes the definition of the similar concepts,the institutional value of the shareholder proposal right and the system disputes,and demonstrates its theoretical basis through its important role in maintaining the equality of shareholders and promoting the corporate governance.The second part is the specific content of the shareholder's proposal.This part mainly includes the legal provisions of the shareholder proposal right of our country,the United States,Japan and the Taiwan region of our country.By analyzing and demonstrating the specific provisions on the conditions and procedures of the exercise of the rights of shareholders in various countries and regions,we can draw the shortcomings of the regulations of our country in the comparative analysis of the provisions of various countries / regions.In the third part,in view of the problems existing in the case of the first part of the listed companies,and the comparison with the extraterritorial legislation,refines the difficulties in the implementation of the present proposal right system in China,and puts forward some suggestions to improve it accordingly.Through the case of ST Hui Qiu and ST Xin Mei,it can be seen that the system of shareholder proposal in China is not perfect in the application of the minority shareholders,in the process of practical application and in the examination of the proposals.First,when the minority shareholders use the shareholder proposal power,it is often difficult to meet the requirements of the legal,which requires the replanning of the shareholding requirements and make it convenience for the minority shareholders to carry out the shareholder's proposal;And the minority shareholders will be questioned by the company,it is necessary to stipulate the proof of the identity of shareholders through legislation.Second,the minority shareholders should have the right to "unite" to exercise the shareholder's proposal,otherwise it will be rejected by the company like the ST Xin Mei's proposal of the minority shareholders.Thirdly,in the actual operation,because of the uncertainty of the time limit,the nature of the shareholding,the number of proposals,the number of proposals,the content of the proposal,the time for proposing of the proposal,there is no law to be based on when shareholders and companies exercising its rights,so it also needs more detailed legislative provisions.Finally,Both the case of ST Xin Mei and the case of ST Hui Qiu reflect the lack of the system of the proposal review.Therefore,it is necessary to establish a review system for the shareholders' proposal and stipulate the subject,the content of the review and the relief of the abuse of the right to review.