Research On The Exclusion System Of Shareholders’ Voting Rights In The Company’s Law

Shareholders’ voting rights are the inherent rights of shareholders and cannot be arbitrarily restricted,and their exercise has always been one share,one right,the same share,and the principle of formal equality is strictly followed.However,with the increasingly unbalanced differentiation of the company’s equity structure,the abuse of voting rights by major shareholders by taking advantage of their advantageous position,the phenomenon of infringing on the interests of minority shareholders and the company has become more and more frequent,the rationality of the principle of formal equality has been questioned,and various restrictions on shareholders’ voting rights have begun to appear,one of which is the shareholder voting rights exclusion system.This paper first puts forward the unreasonableness of the current provisions of the shareholder voting rights exclusion system,which leads to frequent disputes in practice,and then analyzes the relevant provisions of the current shareholder voting rights exclusion system,points out its unreasonableness in detail,points out its possible reference through the reference of relevant practices in extraterritorial comparative law,and proposes solutions to these deficiencies,which are divided into four chapters.The first chapter is the application of the shareholder voting rights exclusion system in China.In this chapter,the author discusses the legitimacy of its application to China by elaborating on the origin of the shareholder voting rights exclusion system,and sorts out the adjudication situation of the current cases of the shareholder voting rights exclusion system,pointing out that there are problems in the current judicial practice of small number of cases,single types and insufficient adjudication basis.The second chapter is an analysis of the current legislative status of the shareholder voting exclusion system in China.The existence of these problems in judicial practice is fundamentally caused by insufficient legislation.The provisions on the exclusion system of shareholders’ voting rights in China’s Company Law only have Article 16,and the rest of the provisions are scattered in various normative documents,which are not only fragmented,but also weaker in effect than the unified provisions in the Company Law.From the perspective of legislative model,China adopts pure enumeration legislation,and the application situation is too narrow.From the perspective of the specific content of the regulations,the relevant provisions are mostly macroscopic provisions,and there are omissions in detailed provisions such as procedural matters and relief measures that violate the system of excluding shareholders’ voting rights.The third chapter is the proper model of the shareholder voting rights exclusion system.The third chapter is the proper model of the shareholder voting rights exclusion system.At present,the provisions of China’s shareholder voting rights exclusion system are all mandatory provisions,and do not give corporate autonomy space,and the ideal construction mode of shareholder voting rights exclusion system should achieve a balance between corporate autonomy and legal compulsion.The construction of this natural model requires changing the normative nature of China,introducing a voting method of unanimous shareholder voting and adopting a legislative model that is summarized and listed.The fourth chapter is a proposal to improve the system for excluding shareholders’ voting rights in China.In view of the imperfect legislative model,improvements can be made from two aspects: the integration of enumerated matters and the reasonable selection of summary standards.In the selection of listed matters,the current scattered provisions should be integrated and uniformly stipulated in the Company Law,and in terms of general criteria,it is appropriate to adopt the standard of corporate interests and clarify the meaning of corporate interests.In view of the problem of insufficient detailed provisions,the procedural provisions of the shareholder voting rights exclusion system can be improved through detailed provisions on the subject of application,the subject of acceptance,and the matters of evidence,and the provisions on the relief measures of the shareholder voting rights exclusion system can be improved through the determination of the validity of resolutions violating the voting rights exclusion system,the introduction of internal remedies within the company,and the re-formation of resolutions.