美国上市公司股东投票委托书征集制度研究
发布时间：2018-09-18 09:11
【摘要】：股东投票委托书征集规则是指当享有投票权的股东无法或不愿亲自出席股东会,亦未主动委托代理人行使投票权时,公司的现任董事会或股东主动向公司(其他)股东发出以其为投票代理人的“空白授权投票委托书”,劝说收到“空白授权投票委托书”的股东,选任委托书上指定的人作为投票代理人,代替(其他)股东行使投票权。股东投票委托书征集制度是上市公司公司治理中运作股东大会的召开和待决事项的表决、缓解董事会与股东信息不对称问题、为股东表达自身利益诉求提供渠道的有效机制。自上世纪90年代以来,我国证券市场股东投票委托书征集事件屡有发生,但相关立法的缺失和模糊使得实践中操作混乱,未能发挥其应有的价值和功效。美国证券法在这一领域有着丰富的立法和司法资源,本文着眼于对美国证券法中有关股东投票委托书征集规则的介绍和分析并结合中国证券法的立法实践,提出立法建议。 本文分四章,共约四万字。 第一章论述美国上市公司股东投票委托书征集的概况,包括美国上市公司委托书征集的现状及其对美国证券市场的积极作用,美国委托书征集制度兴起的经济根源；通过对美国州法和联邦法对委托书征集的规则的概述,阐述了委托书征集的定义、法律性质及与其他相似概念的区别。 第二章美国委托书征集信息披露的规制重点论述了委托书征集人信息披露规则,包括信息披露的内容、格式和程序,征集资料中的重大错误陈述或遗漏,主观过错的判断标准及违反委托书规定的法律救济。 第三章股东对于委托书征集使用的途径重点介绍了股东提案制度和委托书竞争,除了某些例外规定以外,股东可以要求将自己的提议刊载在公司经营者寄发给被征集者的委托说明书中,以供其它股东投票表决时参考；公司的经营者与持异议股东相互竞争征集委托书,以获得足够的投票权,从而选举董事会的大多数成员以控制公司的经营,即为通常所称的委托书竞争或委托书争夺战。 第四章梳理我国证券市场上的委托书征集的事件、立法现状,指出立法的缺陷与不足,结合前几章的论述提出自己关于中国委托书征集立法体例、对“委托书征集”的界定、委托书征集下的信息披露和股东提案制度的立法建议。
[Abstract]:When the voting shareholders are unable or unwilling to attend the shareholders' meeting in person or have not taken the initiative to entrust an agent to exercise the right to vote, The current board of directors or shareholders of the company shall, on their own initiative, issue to the shareholders of the company (other) a "blank authorization to vote" as their voting agent to persuade the shareholders who have received the "blank authorization to vote", The person appointed in the power of attorney to act as voting agent to exercise the right to vote on behalf of (other) shareholders. The solicitation system of shareholders' vote-power is an effective mechanism for shareholders to express their interests by holding the general meeting of shareholders and voting on pending matters in the governance of listed companies, alleviating the information asymmetry between the board of directors and shareholders, and providing a channel for shareholders to express their interests. Since the 90s of the last century, the stockholders' vote-power solicitation has occurred frequently in China's securities market, but the lack and vagueness of relevant legislation make the operation confused in practice and fail to give full play to its due value and efficacy. The United States Securities Law has abundant legislative and judicial resources in this field. This paper focuses on the introduction and analysis of the solicitation rules of shareholders' proxy in the United States Securities Law and puts forward some legislative suggestions in combination with the legislative practice of China's securities law. This article is divided into four chapters, a total of about 40, 000 words. The first chapter discusses the general situation of the solicitation of the proxy for the shareholders of listed companies in the United States, including the current situation of the solicitation of the proxy of the listed companies in the United States and its positive role in the American securities market, and the economic root of the rise of the system of proxy solicitation in the United States. By summarizing the rules of proxy solicitation in American state law and federal law, this paper expounds the definition of proxy solicitation, its legal nature and its difference from other similar concepts. The second chapter focuses on the rules of information disclosure of solicitors in the United States, including the contents, formats and procedures of information disclosure, and the major misstatements or omissions in the solicitation materials. The judgment standard of subjective fault and the legal remedy of violating the power of attorney. The third chapter focuses on the shareholders' proposal system and proxy competition, except for some exceptions. A shareholder may request that his proposal be published in the proxy statement sent to the solicited person by the operator of the company for reference by other shareholders when voting; the operator of the company and the dissenting shareholder compete with each other to solicit a power of attorney, To obtain sufficient voting power to elect a majority of the board of directors to control the operation of the company is known as a proxy competition or a power of attorney battle. The fourth chapter combs the events of the proxy solicitation in the securities market of our country, the present situation of legislation, points out the defects and shortcomings of the legislation, and puts forward the definition of "proxy solicitation" in the light of the discussion of the previous chapters on the legislative style of the solicitation of the power of attorney in China. The legislative proposals of information disclosure and shareholder proposal system under the solicitation of power of attorney.
【学位授予单位】：复旦大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D971.2;DD912.28
本文编号：2247448
[Abstract]:When the voting shareholders are unable or unwilling to attend the shareholders' meeting in person or have not taken the initiative to entrust an agent to exercise the right to vote, The current board of directors or shareholders of the company shall, on their own initiative, issue to the shareholders of the company (other) a "blank authorization to vote" as their voting agent to persuade the shareholders who have received the "blank authorization to vote", The person appointed in the power of attorney to act as voting agent to exercise the right to vote on behalf of (other) shareholders. The solicitation system of shareholders' vote-power is an effective mechanism for shareholders to express their interests by holding the general meeting of shareholders and voting on pending matters in the governance of listed companies, alleviating the information asymmetry between the board of directors and shareholders, and providing a channel for shareholders to express their interests. Since the 90s of the last century, the stockholders' vote-power solicitation has occurred frequently in China's securities market, but the lack and vagueness of relevant legislation make the operation confused in practice and fail to give full play to its due value and efficacy. The United States Securities Law has abundant legislative and judicial resources in this field. This paper focuses on the introduction and analysis of the solicitation rules of shareholders' proxy in the United States Securities Law and puts forward some legislative suggestions in combination with the legislative practice of China's securities law. This article is divided into four chapters, a total of about 40, 000 words. The first chapter discusses the general situation of the solicitation of the proxy for the shareholders of listed companies in the United States, including the current situation of the solicitation of the proxy of the listed companies in the United States and its positive role in the American securities market, and the economic root of the rise of the system of proxy solicitation in the United States. By summarizing the rules of proxy solicitation in American state law and federal law, this paper expounds the definition of proxy solicitation, its legal nature and its difference from other similar concepts. The second chapter focuses on the rules of information disclosure of solicitors in the United States, including the contents, formats and procedures of information disclosure, and the major misstatements or omissions in the solicitation materials. The judgment standard of subjective fault and the legal remedy of violating the power of attorney. The third chapter focuses on the shareholders' proposal system and proxy competition, except for some exceptions. A shareholder may request that his proposal be published in the proxy statement sent to the solicited person by the operator of the company for reference by other shareholders when voting; the operator of the company and the dissenting shareholder compete with each other to solicit a power of attorney, To obtain sufficient voting power to elect a majority of the board of directors to control the operation of the company is known as a proxy competition or a power of attorney battle. The fourth chapter combs the events of the proxy solicitation in the securities market of our country, the present situation of legislation, points out the defects and shortcomings of the legislation, and puts forward the definition of "proxy solicitation" in the light of the discussion of the previous chapters on the legislative style of the solicitation of the power of attorney in China. The legislative proposals of information disclosure and shareholder proposal system under the solicitation of power of attorney.
【学位授予单位】：复旦大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D971.2;DD912.28
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