It can be easily defeated by reducing the size of the board of directors or supervisors.
　B. A Right to Convene a Temporary Meeting and Deliver Drafts
　The substantive rights ultimately rely upon the optimization of relating in-company procedural rules and mechanisms. The recently amended CCL provides that any shareholder who owns or any shareholders who jointly own more than 10 percent of all stocks has (have) the right to suggest convening a temporary shareholders’ meeting.
　　　　 It is very common that the majority shareholders monopolize the right to propose items for the agenda of a shareholders’ meeting. Thereby, our legislators consider it necessary to pay attention to issues concerned by minority shareholders: one shareholder or shareholders can bring forward temporary drafts and deliver them to the board of directors 10 days before the shareholders’ meeting, provided that he owns or they jointly own more than 3 percent of all stocks.
　　　　 Majority shareholders are no longer overwhelmingly preponderant on the holders’ meeting.
　However, differing from the recently amended CCL, many countries’ company laws also provide that shareholders
　　　　 have the right to convene the holders’ meeting directly after acquiring a warrant from the court if the board of directors disregards their suggestion. Apparently, minority shareholders in our country lack the remedy supplied by a court within its jurisdiction. No remedy, no right, after all. Moreover, there is no any modification on the mechanism of designating proxies.
　　　　 Minority shareholders can assemble sufficient voting rights to check majority shareholders if this mechanism functions smoothly. The recently amended CCL should have specified the qualifications and quantity of proxies, the recruitment of trust deed etc.
　C. Restrictions of Majority Shareholders’ Voting Rights
　The recently amended CCL supplements several provisions about procedural obligations of majority shareholders, which can availably regulate abusive rights to control the company. Majority shareholders commonly command the board of directors to authorize unfair related-party transactions. These transactions are determined by one party in fact.
　　　　 But the restrictions on directors’ voting rights can triumphantly exclude listed company’s directors who are affiliated to the corporation which is related with the proceedings to be resolved by the board meeting.
　　　　 The status quo that listed companies are vulnerable to expropriation by controlling shareholders can be substantially restrained by this mechanism.
　　　　 Minority shareholders may have a promising blueprint on the securities market and gradually forget “the sigh of century”.
　　　　
　Minority shareholders always suffer for the corporation’s decisions impelled by majority shareholders. Hereby, the recently amended CCL adopts the mechanism of abstention of interested shareholders’ voting rights. The resolution on providing shareholders or factual controlling owners who can not participate in voting with guaranties must be passed by all disinterested shareholders.
　　　　 It is a reasonable modification of the principle of free voting, which represents the development of shareholders’ democracy in company law.
　　　　 So minority shareholders can prevent majority shareholders manipulating company resolutions on related-party transactions.
　　　　 But maybe there is a fly in the ointment: this comparatively practical mechanism can but be carried out on providing guaranties for the affiliated shareholders or controllers. It seems that minority shareholders are still in a devil of hole.

第 [1] [2] [3] [4] [5] [6] [7] 页 共[8]页