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目前,我国已在试行类别股东表决机制度.其对解决大股东肆意侵犯中小股东利益的问题具有一定的作用.就我国现行的相关法律规范而言,该制度尚有不少不够完善之处,特别要在对类别股东的分类界定、类别股东表决的有效条件和表决方式等方面加以完善. 相似文献
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类别股东表决制是保护中小股东利益的一项新举措,实践表明目前类别股东表决制自身仍存在诸多局限性。本文旨在分析类别股东表决制度局限性的基础上,力求找到克服局限性的途径和方法,不断完善我国的类别股东表决制,从而使类别股东表决制能够真正起到保护中小流通股东权益的作用。 相似文献
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构建上市公司股东大会网络通讯表决制度的法律思考 总被引:4,自引:0,他引:4
我国上市公司股东大会已演变成“大股东会”。随着信息技术的发展,国际上已经出现了通过电子网络以方便股东行使表决权的趋势。构建股东大会网络通讯表决制度,能有效避免现行制度的局限性,最大限度保护投资者利益。股东大会网络通讯表决是股东大会现场表决的补充手段,其制度设计的目标、适用范围、操作程序及信息披露均有其特殊性。基于控股股东的义务,应当禁止控股股东通过网络通讯方式行使表决权。 相似文献
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浅议上市公司的股东分类表决机制 总被引:2,自引:0,他引:2
按照同股同权的基本原则,在股东大会的表决中一般适用一股一表决权制度,由此形成的资本多数决也被认为是风险与收益相适应的结果。但在股份之间明显出现差异时,容易引起占多数股份的股东对占少数股份股东的侵害,出现实质上的不平等。在我国证券市场上,流通股股东就面临如此情况。因此,在存在不同种类的股份或互相之间利益有明显差异的股份时,应引入股东分类表决制度。 相似文献
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本文从分析我国目前的股权结构特征出发,认为在一股独大的股权结构的特点下,小股东表决权的行使汲汲可危,突显了公司法对小股东表决权保护的不足。继而对现行的保护小股东表决权行使的措施进行了分析与评价,包括网络投票制度、公众股股东表决制度和表决权征集制度。 相似文献
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This paper examines the consequences of a specific regulatory restriction on bids for dual class shares. Shares of different classes are often argued to have different prices because a premium will be paid to the superior voting shares in the case of a tender offer. This paper assumes a setup where regulations require that a tender offer pays the same relative premium to both classes of shares. In this setup, it is shown that both classes will sell at the same price as long as there is a strictly positive probability that either the current management is sufficiently strong or that a sufficiently strong rival will show up. Furthermore, under this weak condition the regulation is socially optimal in the sense that the management that provides the highest total firm value will be the management of the firm. Finally, the regulation is shown to favor (or protect) the holders of restricted voting shares and this is not necessarily at the expense of the holders of superior voting shares.The practical interest of this paper derives from the fact that some European countries have adopted different regulatory restrictions on bids for dual class shares. This has more or less occurred due to proposed EU Directives. The regulation examined in this paper applies to tender offers in Denmark. Empirical results on the voting premium in Denmark are shown to be consistent with the theoretical results in this paper. 相似文献
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国际组织中的多数决新解 总被引:1,自引:0,他引:1
多数决系一种被国际组织广为采用的表决机制,学界对它的褒贬相别相异。从国际民主的视角出发,深入分析简单多数决与绝对多数决对于提高国际组织决策正确概率的差异,并导入“变动多数原则”。对于国际组织有效发挥全球共治之机构载体的功效,以及构筑和谐的国际组织文化,具有重要的理论和现实意义。 相似文献
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After many years in which the subject was of marginal concern, electoral reform has recently become of central importance to politics in the UK. In this paper we examine the consequences for political representation of the electoral reform introduced in Britain for the 1999 elections to the European Parliament. We find that the immediate consequences of reform for the partisan balance and ‘representativeness’ of the British contingent in the EP were very much as expected. However, both qualitative and quantitative evidence suggest that the impact of reform on the representative priorities of British MEPs has been more partial, as parliamentarians have sought to adapt to the challenge of representing multi-member regions. 相似文献
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Geoffrey Brennan 《European Journal of Law and Economics》2008,26(3):237-252
Incarceration rates in many countries (the US and Australia among them) have risen spectacularly over the last twenty years
and are only partially explicable by increases in crime rates. Moreover, in some countries where crime rates have shown a
comparable time-path, incarceration rates have not shown the same spectacular increase. The aim of this paper is to explore
the politics of punishment. The claim is that the US and Australian experiences are best understood in terms of political
considerations; and that this fact lends some support to the “expressive” as distinct from the “interest” approach to electoral
behaviour.
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Geoffrey BrennanEmail: |
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新世纪以来选择双层股权结构成为新经济公司的一种新趋势。坚持一股一票的传统公司治理理论主要从公司民主、最优表决权结构和代理成本三个方面反对双层股权结构,认为双层股权结构将降低上市公司价值。股东的共同目标是股东利益最大化而非公司民主;最优表决权治理结构是因公司而异多元化的,一股一票虽普遍然非最优;表决权监督机制非唯一治理成本的约束机制,双层股权结构比一股一票更有助于公司关注长期利益和科技创新。从经验研究来看,双层股权结构与上市公司价值并不存在确定的负相关关系,甚至存在正相关关系。契合新经济公司的双层股权结构有助于在“轻资产、重人力资本”的新经济公司中根据合同而非物质资本进行控制权分配,有助于激励创始股东/管理者进行专属人力资本投资,有助于满足新经济公司的特殊治理结构需要。我国科创板已经引入双层股权结构,为实现中国的有效治理,除目前科创板集中于事前治理外,还应强化事中治理和完善事后治理,最终对双层股权结构进行有效治理实现兴“利”除“弊”。 相似文献
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Voting Powers and the Efficiency of the Decision-Making Process in the European Council of Ministers
We analyse the efficiency effects in combination with some accepted fairness criteria for the voting games in the European Council of Ministers (ECM) under the qualified majority voting (QMV), before and after the Nice new scheme, in comparison with hypothetical simple majority voting rules (SMV), by jointly examining voting weights and voting powers. The differences between the voting weights and the voting powers increase considering the attitude of the Governments of the Member States of the ECM, to form voting-blocs'—historically that among France, Germany and Belgium and, more recently, the bloc between the United Kingdom and Spain. Their voting powers by blocking proposals result in stalemates and weak compromise with likely benefits for existing well organised interest groups. Unexpectedly, the enlargement of EU from 12 to 15 States, with the diminution of the voting weights of the member countries has not reduced the decisional deficit of QMV, basically because the incentive toward blocs' formation has been reinforced. And, while the power of getting a proposal approved has diminished, the veto-power has remained very high. The effects of the new dual QMV rule, based on a new distribution of votes and correcting the unbalance against the big countries with their demographic weights, for the enlargement to 27 States, seems to go in the same direction. The adoption of a dual SMV, would solve the problems of decision efficiency, with a fairness constraint to protect the major countries. To make this voting rule acceptable one might adopt the Buchanan and Tullock (1962) distinction between constitutional principles to whom the unanimity or QMV might be reserved and post constitutional rules suitable to SMV. Clubs of enhanced co-operation among countries with more homogeneous preferences could also ease the application of SMV. 相似文献
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认为优先股无表决权的观点在理论上和实践中均无法成立。优先股与表决权并不存在必然关系,既存在无表决权的优先股,也存在有表决权的优先股。优先股的表决权有两种立法模式,一是授权公司决定模式,二是法定无表决权模式,优先股有无表决权既取决于其所处的法域,叉受到当事人约定的影响。授权公司决定模式较法定无表决权模式为优,应是我国优先股立法的理想选择。 相似文献
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Xiaofeng Guan 《Frontiers of Law in China》2006,1(4):566-594
Corporate expression is the expression that a company gives to the outside in its capacity as a legal entity. Often referring
to resolutions made by shareholder meetings and the board of directors, based on good faith and bound by contractual spirit,
a company must be held liable for its expression. Corporate expression absorption refers to the corporate behaviors and situations
wherein the majority voting shareholders and directors replace the will of the minority voting shareholders and directors
within their own will. Among them, the majority voting shareholders at a shareholders’ meeting (shareholders’ general meeting)
are decision-making shareholders, and directors, managers and other senior management staff that decide corporate affairs
are called decision-making members. Corporate expression absorption consists of two sorts: absorption by shareholders’ meeting
and absorption by the board of directors. Shareholders’ meeting is a company’s authoritative organization; when the voting
rights of some shareholders exceed the statutory limit, they will be able to manipulate the expression of shareholders’ meetings
and replace the will of other shareholders with that of their own. The expression absorption by the board of directors refers
to the practice wherein the majority directors decide on important corporate matters in accordance with the majority rule.
Thus, it can be seen that the corporate expression absorption is a double-edged sword, not only capable of uplifting operational
efficiency but also likely to help decision-making shareholders achieve personal gains and transfer corporate interests. As
for the disputes of corporate expression absorption, the following legal remedies might be adopted: (1) Limit the voting rights
of decision-making shareholders. (2) Provide shareholders with veto power over specific events. (3) Ask the chambers of commerce
(industry associations) to arbitrate specific events. (4) Preserve the market value of shares held by dissenting directors.
(5) Expand cumulative voting; (6) Provide shareholders the right to exit. (7) Legal remedies for corporate deadlock. (8) Shareholders’
derivative lawsuits.
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Translated from China Law, No. 4, 2005 相似文献
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This paper analyzes the phenomenon of “identification” by an individual with actors in his environment. It argues that individuals interpret their environment according to “frames,” which they, as recipients of a message, derive by a complex process of interpretation of the communication setting. The paper also argues that individuals identify with actors in their environment, because this identification increases their utility vis-à-vis a “neutral” watching of their environment. The paper applies this approach to a variety of real life examples, in particular to voting. 相似文献