The Corporation Law regulates that shareholders take part in shareholders’ general meeting according to their shares, and one share has one voting right. Meanwhile, shareholder takes responsibility to the company with limitation of his/her shares. This establishes the principle of majority rule. On the premise of share equality and ‘one share, one voting right’, shareholser’s power over company business totally depends on the amount of shares he/she holding. The more shares he/she holding, the more risks he/she runs, and therefore, the bigger right for he/she to speak on the company business.4
　　However, there is negtive effect for such principle. That is the possibility of large shareholders’ manipulation over shareholders’ general meeting to infringe middle and minor shareholders’ interest. The principle has lead to equality formally but inequality substantially. In most cases, the voting right owned by middle and minor shareholders can hardly meet the demand for passing any proposal. As a result, resolutions of the meeting only reflect large shareholders’ requirement. The principle has deepened the contradiction between large shareholders and middle and minor ones, which is obviously no good for company development.
　　To solve this problem, various countries have adopted different measures to restrict large shareholders’ voting right and meanwhile, to expand middle and minor shareholders’ voting right. In summary, there is major practice as followings. (1) Cumulative Voting.5 It originated from the United States, which regulates that each share has several voting rights equal to the number of directors or supervisors to be elected. (2) Restricted Voting Right. Countries and regions with this practice believe that even though middle and minor shareholders enjoy cumulative voting right, they still can’t reflect their will in the form of resolution during the meeting. Because the protection is still on the premise of certain share amount owned by shareholder. So they adopt measures to restrict large shareholders’ voting right directly. For example, article 17 of Taiwan’s corporation law regulates that when shareholder holds more than three per cent of shares, company’s article of association should restrict the shareholder’s voting right. Business Law of Italy regulates that every five shares has one voting right when the amount of shares held by a shareholder is within one hundred , while every twenty shares has one voting right when the amount is avove one hundred. (3) Voting Proxy. In modern company, the extreme scatteration of shares makes the majority of middle and minor shareholders be restricted by cost for exercising the voting right. On the other hand, without these shareholders’ participation, resolutions will be surely controlled by a few large shareholders.Therefore, some countries regulate voting right can be trusted to other person.

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