Research On The Information Disclosure System Of Proxy Solicitation Of Shareholders’ Rights

With the revision of the new Securities Law in 2020 and the promulgation of the Interim Provisions on the Administration of Public Solicitation of Shareholders’ Rights of Listed Companies in 2021,the information disclosure system of proxy solicitation of shareholders’ rights in China has entered the system construction stage from the previous scattered provisions of several documents,and also left problems to be discussed.Focusing on the information disclosure system of the proxy solicitation of shareholders’ rights,this paper theoretically discusses the allocation of information disclosure obligations,information disclosure standards,information disclosure content,information disclosure channels,and information disclosure responsibilities,and puts forward further optimization suggestions.The main body of this article studies the information disclosure system of proxy solicitation of shareholders in China in six parts.The first part describes the theoretical basis of the information disclosure system of the proxy solicitation of shareholders’ rights.It is necessary to discuss the information disclosure of the proxy solicitation of shareholders’ rights independently.The theory of the true expression of shareholders’ will,the theory of the protection of shareholders’ interests,and the theory of fiduciary obligations provide theoretical support,and show the characteristics different from the general information disclosure of securities in three aspects: subject,function,and focus.The system of proxy solicitation of shareholders’ rights has gone through three stages: the period of principle legislation,the period of initial framework,and the period of detailed innovation.The second part studies the allocation of information disclosure obligations of the proxy solicitation of shareholders’ rights.The existing system allocates information disclosure obligations for the solicitors,listed companies and conveners respectively.The solicitors undertake the obligation of information disclosure in the announcement of solicitation documents,the announcement of solicitation of proposal rights,the announcement of solicitation results of proposal rights,the announcement of witness lawyers,and the cancellation of solicitation announcement,while the company undertakes the obligation of information disclosure cooperation in the announcement of solicitation documents;The convener shall bear the obligation of information disclosure when it is found afterwards that the solicitors do not meet the conditions for solicitation,fail in the process of solicitation,and the proposals solicited by shareholders are not submitted for review;The listed company has the obligation to disclose the information of the exercise of the right,and the collector has the obligation to provide relevant information.The third part analyzes the standard of information disclosure of the proxy solicitation of shareholders’ rights in China.The disclosure of information collected by proxy for shareholders’ rights needs to follow the principles of truthfulness,accuracy and completeness of information,legal disclosure,full disclosure and multi-channel disclosure.There are still defects such as over-reliance on the "conciseness" disclosure standard and unclear "major omission" standard.The "materiality" standard introduced in the United States can be used to balance the "conciseness" and "materiality" disclosure standards,so as to limit the number of words in the summary document Strengthen the technical processing of information disclosure in a way that enhances conciseness and avoids the dilemma of excessive disclosure forcing shareholders to bear high reading costs.The fourth part elaborates the content of information disclosure of the proxy solicitation system of shareholders’ rights in detail.The main contents of information disclosure under the current system are sorted out by distinguishing the three information disclosure subjects,namely,the collector,the convener and the listed company.However,there are some defects in the current system construction,such as the lack of mandatory disclosure content,the omission of disclosure rules of category matters,the existence of double disclosure of proposal content,and the lack of competitive solicitation specifications.It is necessary to further increase the design of mandatory disclosure content,supplement the design of special disclosure of category matters such as the selection of directors and supervisors,equity incentives,major asset changes,and major investments,and increase the comparison of the content of competitive solicitation announcements Highlight the norms for the disclosure of special contents of competitive solicitation.The fifth part focuses on the analysis of the information disclosure channels of the proxy solicitation of shareholders’ rights.The regulated channels of the current system design do not exceed the rules of information disclosure in the Securities Law,but the additional channels expand the information release channels.The information released by other channels is not a substitute for but a supplement to the information released by the specified channels,which cannot exempt the legal obligation of information disclosure by the specified channels;And the disclosure content is equal to or less than that of the specified media,and the disclosure time shall not be earlier than that of the specified media.In order to maintain the legislative purpose of the review system,the self disclosure of the solicitors through other channels should not be earlier than the time when the convener’s review conclusion is made.The sixth part is the discussion on the responsibility of information disclosure of the shareholders’ rights.In addition to the administrative responsibilities of each subject stipulated in the existing legislation,the solicitors should make corresponding compensation and re-disclose relevant matters and restart the solicitation activities when making false statements and misleading statements.In terms of the way of liability,law firms should bear the proportional joint liability in civil law when providing false legal opinions.