Perfection Of Shareholders’ Proxy Solicitation System In Listed Companies

Since the reform and opening up,with the establishment and improvement of the socialist market economic system with Chinese characteristics,the modern corporate system has been greatly developed.As one of the ways of exercising shareholders ’rights,Shareholders ’ proxy solicitation has also entered people ’ s vision,and has been widely used in listed companies with dispersed ownership structure.It has important institutional value for protecting minority shareholders to exercise shareholder rights and promoting corporate governance.In developed countries and regions,proxy solicitation is often called ’proxy solicitation’ and ’ voting solicitation ’.After the implementation of the new “ securities law ” in China,it is often expressed as “Shareholders ’ proxy solicitation ” This means that in order to achieve a specific purpose,the solicitor publicly solicits the authorized entrustment of the shareholders of listed companies to attend the shareholders ’meeting and exercise the rights of shareholders such as the right to propose and vote.The new ’Securities Law’ implemented in March 2020 provides for Shareholders’ proxy solicitation in the form of department law for the first time,including the collection subject,information disclosure,prohibition of paid and civil liability.Subsequently,in November 2021,the China Securities Regulatory Commission issued the " Provisional Regulations on the Management of Shareholders ’ Rights in Public Solicitation of Listed Companies," further standardizing the relevant procedures of the solicitation.This means that China ’ s shareholders ’ proxy solicitation system was formally established,ending more than 20 years of scattered administrative legislation attempt.However,there are still some problems in the system of collecting shareholders ’ agency rights,such as biased value measurement and unbalanced allocation of rights and obligations.It lacks disclosure requirements of specific content in the rules of information disclosure,and does not define the circumstances and standards of false statements in solicitation.It omitted registration filing,cost-taking,electronic solicitation and mailing in the rules of procedure for solicitation.It has the problem of single and lagging relief methods in the solicitation relief rules.If we don ’ t make up for the defects of the relevant legislation,it will inevitably lead to the original legislative intent and practical effect are disjointed,and it is difficult to play its due system value.This paper uses literature analysis,case study and comparative study.First of all,this paper summarizes the concept,origin,development and applicability of shareholders ’ proxy solicitation.Secondly,this paper demonstrates the institutional value of the collection of shareholders ’ agency right through literature research.Furthermore,this paper combs the legislative process of Shareholders ’ proxy solicitation in China through legal text research.Subsequently,this paper analyzes the main problems of China ’ s shareholders ’ proxy solicitation system by solicitation cases.Finally,the author uses the equality theory and the trust theory,and compares the relevant legislation of different countries and regions,and puts forward the improvement path of Shareholders ’ proxy solicitation in China.