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Special protections to the rights and interests of minority shareholders are important contents in company laws of other countries. And minority shareholders in publicly listed corporations are also investors on securities business so that they can invoke provisions in the Securities Law of China to protect their rights and interests. In addition, minority share-holders can also invoke pertinent provisions in the civil code and the code of civil procedure. But as the basic law standardizing corporate systems, Company Law should strengthen the protection of minority shareholders′legitimate rights and interests.
1, Implementing Cumulative Voting. While Limited Liability is called the first character of the relationship between shareholders and corporation, shareholders’ voting right is called the second character⑻.And Cumulative Voting is an important and effective approach to realize the right. Unlike Straight Voting, Cumulative Voting is a system that each share’s votes is equal to the number of the directors or supervisors to be elected. Shareholders can focus the votes on some person or vote separately to several ones. Minority Shareholders may focus their votes and elect directors who will play important roles to protect the shareholders′rights and interests. Company Laws of America , Japan and some other developed countries all provide the Cumulative Voting.
2, Vesting in shareholders the right to convene interim shareholders'' general meetings. Majority shareholders usually control the board of directors and the supervisory board, and they can not only convene a general meeting , but also put forward most of the matters to be discussed. So when the rights and interests are threatened or infringed, the lawful right to convene a general meeting is specially important for minority shareholders. Company Law ,Article 104 provides that “if shareholders holding ten percent or more of the company′s shares request to convene a shareholders meeting”⑼, “an interim shareholders'' general meeting shall be convened within two months”. But any delay in time means a loss of interests of corporations and shareholders. It is therefore suggested to provide directly “shareholders holding ten percent or more of the company’s shares enjoy the right to convene an interim shareholders'' general meeting.”
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