Research On The Issue Of Shareholder Voting Rights Transactions

Shareholders’ voting rights are undoubtedly one of the most important rights of shareholders,and they have a high status in both business management and theoretical research in corporate law.Shareholder voting rights transactions refer to the agreement between shareholders and shareholders or between the company and the shareholders on specific voting matters,and one party votes according to the requirements of the other party to obtain specific considerations.With the continuous development of the economy and the continuous innovation of the company system,the issue of shareholder voting rights has gradually attracted the attention of many scholars.However,at present,countries around the world generally hold negative attitudes toward shareholder voting rights.The author summarizes the relevant viewpoints of scholars and believes that the reasons for negating voting rights are mainly: First,the principle of equality of civil law and the principle of political equality should apply to voting rights transactions;The theory of shareholder rights prohibition separation fundamentally denies the basis of the existence of the voting rights trading system.Third,the shareholder belief obligation theory holds that the voting rights have a common interest attribute,while the voting rights transaction violates this principle.Fourth,from the practical aspect,the voting rights transaction It will increase the cost of corporate governance and the risk of corporate profits being looted.However,with the development of the theory and practice of company law,especially the new requirements of investors in the new situation of economic development and the popularity of new voting rights,the various theories of negative voting rights have been greatly affected.Shock.First,the impact comes from the prevailing stock system and the popularity of voting rights trusts.The two systems allow the separation of voting rights and equity of shareholders to be realized and appear to be a breeze,laying a theoretical foundation for the voting rights trading system.Second,the principle of equality of civil law and the principle of political equality and corporate governance have this essential difference,and cannot be analogized.The third method is that there is still a lot of controversy in the theoretical circle,and the scholars who criticize the theory continue to increase with the deepening of the theory.Fourth,voting rights trading is not useless in practice.Reasonable regulation can also have a positive impact.In practice,the Delaware Court of the United States took the lead in breaking the prohibition of voting rights trading.Through the Schreiber case and a series of subsequent jurisprudence,not only the existence of voting transactions but also judicial jurisprudence with guiding significance was formed.A “three-step analysis method” is established to measure whether voting transactions are effective.At present,China’s research on voting rights transactions in both theoretical and practical circles is still in its infancy,and there are no clear regulations on legislation.Judging from the articles on the study of voting rights,scholars have not proposed any complete plans for the construction of voting rights trading system,and their views are relatively sporadic.Therefore,the author makes some suggestions on the construction of China’s voting rights trading system by drawing on the experience of the US Delaware courts.First,it is necessary to limit the voting rights.Second,the voting rights must be established in accordance with the corresponding constituent elements.