Research On The Convening Right Of Shareholders’ General Meeting Of Listed Companies In China

With the continuous improvement of the securities market,there is a growing prominent between the control of public companies.Actually,the essence behind it is the conflict between stockholders’ equity and the company’s operation and control rights.Under the current management mode of listed companies,shareholders participate in the company’s management decisions mainly through stockholders’ meeting,while the proposal for the re-election of directors also needs to be considered by stockholders’ meeting.Therefore,stockholders’ meeting often becomes the main battlefield for the control of public companies.Since securities law and company law have been revised,business rules for public companies also introduced,the protection of rights and interests of stockholders and the governance mechanisms’ unceasing completeness.Because the relevant legislative provisions on the convening right of stockholders’ general meeting in China are too general and lack of systematic rules and supporting conflict resolution mechanism,the stockholders of public companies often have nothing to do in the face of the conflict of the convening right of stockholders’ general meeting.Chinese scholars’ research on the convening right of stockholders’ meetings are mainly concerned with the stockholders’ interests and rights protection or the whole convening system of stockholders’ general meeting,without special academic research.Most of the relevant contents are scattered in the works of domestic and foreign scholars on stockholders’ rights Most of relevant contents are contained in books of scholars at home and abroad on stockholders’ rights and the system of stockholders’ general meeting or the monograph of company law.Based on the starting point of stockholders’ right to hold the stockholders’ meeting of public companies,the focus of this paper is on the essence and constituent elements of stockholders’ rights,Combined with the problems of supervision,judicature and legislation on stockholders’ right to convene stockholders’ meeting of Public companies in China,summarizes the causes of right conflicts,and explores solutions on the basis of existing difficulties,so as to benefit the improvement of conflicts resolving strategy of the stockholders’ meeting of public companies.Chapter 1 is a study of the theory underlying the stockholders’ rights of convene the general meeting of stockholders: firstly,according to current state of theoretical research,the connotation and value of the right is clarified,highlighting the importance of the stockholders’ right to convene stockholders’ meetings;Secondly,based on the theoretical system of company law and stockholders’ rights,this paper deeply discusses and analyzes the attributes of stockholders’ general meeting convening right,and then reveals the essence of this right;Thirdly,this paper introduces the research on the constituent elements of stockholders’ right to convene the general meeting of stockholders,which is analyzed from the three dimensions of stockholders’ subject qualification,convening reasons and convening procedures,and makes a comparative study on how stockholders exercise right to convene stockholders’ meeting in conjunction with foreign legislative examples.Chapter 2 is the analysis of the current situation of stockholders’ right to convene general meetings of public companies in China,discusses the causes and essence of the conflict of stockholders’ right to convene stockholders’ meetings from the perspective of the conflict cases of stockholders’ exercise of the right to convene stockholders’ meetings and the deficiencies of corporate governance mechanism,and clarifies the necessity of the improvement of the conflict resolution mechanism.In addition,discusses the legal norms,regulatory measures and judicial relief channels involved in rights of stockholders to convene stockholders’ meetings from the three dimensions of the current legislative practice,regulatory practice and judicial practice in China.Chapter 3 is about the suggestions on the improvement of the convening right system of shareholders’ general meeting.In conjunction with the discussion in Chapter2,the relevant system defects involved in stockholders’ meetings power are analyzed,and puts forward targeted suggestions on the improvement of the conflict resolution mechanism of stockholders’ convening stockholders’ meetings on the basis of combing current practical exploration.