Research On The Voting Right Restriction Of Defective Shareholders

After the revision of the Company Law in 2013,China’s corporate capital system has since been reformed to a comprehensive subscription system,the threshold for company establishment no longer exists,and shareholders are given greater autonomy in the "subscription" stage.However,at the same time,because the legislation has not established a systematic regulatory system,it has induced speculative behaviors of shareholders such as "subscribing without paying",evading investment responsibility,and operating in a shell.Shareholders’ investment problem has intensified,causing the attention of academic and practical circles.In view of the current legislative regulations on shareholder investment in China,the academic and practical circles have different understandings on whether the "voting right" can be restricted according to the judicial interpretation due to the vague provisions of laws and the ambiguous attitude of legislators.At the same time,this issue also extends the confusion of how to limit the path choice,that is,in addition to allowing the autonomy of the company to limit,whether the court can respond to the appeal of the company and other shareholders and then rule to restrict shareholders’ voting rights.Therefore,in order to solve the dispute between the academic and practical circles,this paper takes the limitation of the voting rights of defective investment shareholders as the main line and "should be limited" and "how to be limited" as two sub-lines to carry out relevant discussions.Specifically,this paper is divided into four chapters: The first chapter is an empirical analysis of the judicial practice of the restrictions on the voting rights of defective investment shareholders,and concludes three main problems,which guide the argumentation in the following chapters;The second chapter clarifies the relevant concepts of the voting right limitation,that is,the "subscription theory" should be adopted for the voting right exercise standard of defective shareholders,and clearly distinguishes the concepts of voting right limitation,voting right exclusion and shareholder loss.It can be said that the second chapter answers the first question raised in the first chapter;The third chapter is the interpretation path of the restriction of voting rights of defective shareholders,that is to say,it focuses on responding to the second question: whether the voting rights of defective shareholders can be restricted.and whether it should be restricted.Through the theoretical reconstruction of the classification standard of civil rights,this paper first confirms that the right to vote itself can be limited.Secondly,according to the theory of allocation of corporate rights,it explains the logic and path of regulation from the theoretical level,and then answers why it is necessary to restrict the voting rights of shareholders in the case of defective investment,and why it emphasizes the restriction of voting rights rather than restricting other shareholders’ rights.In addition,this chapter also fully demonstrates the necessity of restricting the voting rights of defective capital contributors from the perspective of legal principles and China’s legislative regulation system;Chapter 4 is about the path selection and specific rules for the limitation of defective capital contributors’ voting rights,that is to solve the remaining two problems raised in the first chapter.First of all,it points out the dilemma of judicial interpretation by sorting out the academic disputes and explaining the legal provisions themselves.Secondly,on the basis of comparative law research,this paper re-examines the legitimacy of corporate autonomy and judicial intervention,and then puts forward that China’s legislation should clearly establish the restriction path of "corporate autonomy and judicial intervention".Finally,the imperfections of the specific rules mentioned in the first chapter of this paper are clarified,such as the application of the exclusion of voting rights and the rules of shareholders’ meeting resolutions,and the connection with the disqualification regulation is further explained.