Disputes about corporate expression absorption and their legal remedies

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. __________ Translated from China Law, No. 4, 2005     

Politics and the Adoption of Legislative Television: An Analysis of the U.S. House Vote on C-SPAN

The present study extends the work of Crain and Goff (1988) by examining the political determinants of the earliest decision to adopt legislative television on a permanent basis at the national level in the United States. Data on legislator and district characteristics are used to explain the 1977 vote to adopt C-SPAN coverage of proceedings in the U.S. House of Representatives. Logit regression results suggest that length of service and extremity of political views/ideologies had clear and significant effects on politicians' votes concerning the adoption of legislative television. As with Crain and Goff (1988), these measures capture some element of legislator self-interest.     

Proximity and directional theory compared: Taking discriminant positions seriously in multi-party systems

This paper tackles the problem of comparison between proximity and directional voting in 27 European multi-party systems. This is a previously unaddressed aspect of European spatial issue voting. We focus on the spatial voting theories as predictors of vote intention, evaluating the extent of proximity and directional voting. We describe the influence of identical predictions on the comparison of these theories. Our multilevel analysis of the 2009 European Election Study data shows more empirical support for proximity voting than directional voting in the countries analyzed. It does this by clearly differentiating between those cases where it is possible to compare proximity and directional voting and where this is impossible. Nevertheless, the prevalence of proximity theory decreases in more polarized party-systems.     

论公司表决权例外排除制度的制度功能与具体运行

从公司表决权例外排除制度概念的界定、制度的源起与演变来看，该制度具有适用主体的特殊性、原因情形的例外性、规则约束的强制性、行为效力的不确定性等法律特征。作为控制或影响公司经营的一种手段，该制度又有着独特的制度功能。在其具体运行中，该制度因法定和章定的路径依赖不同，有着法定运行机制、意定运行机制等多种机制选择。为使该制度能良好运行，在设计具体制度环节时，应对启动程序、认定与处理程序、诉争的解决程序等加以细微考察，从而确保该制度设计理念在公司实践中得以实现。     

论降低中小股东累积投票的门槛

累积投票制的宗旨是保护中小股东选出代言人，但我国公司运行实践中从该制度获益的不是中小股东而是二、三股东们。更具讽刺意味的是获益的二三股东们却不领情，领情的广大中小股东又难获益。原因是中小股东想要通过累积投票权选出代言人的门槛太高，以致承载中小股东希望的累积投票制变成了大股东迎合监管层的一种故作姿态。本文站在中小股东的视角，秉承累积投票制创立之精神，尊重我国《公司法》立法原意，深入分析中小股东累积投票将遇到的一个个门槛，针对不同的门槛分别给出了降低门槛的建议。     

How are we doing? Group-based economic assessments and African American political behavior

Using data from the National Black Election Study, this study tests the importance of group-based economic evaluations in driving African American political behavior.¹ Group-based evaluations powerfully influence presidential approval and vote choice, even controlling for national and personal evaluations and a conception of “linked fate.” More importantly, group-based assessments exert a significant and independent influence on turnout, the central variable in black electoral politics. The results extend and reconsider the implications of group solidarity as a motivator of black political behavior and suggest that a revision of traditional notions of economic voting is in order, at least for African Americans.     

试论《公司法》第43条的“出资比例”

学术界和司法机关对中国《公司法》第43条规定的股东按出资比例行使表决权都存在着不同的理解。鉴于股东在股东会会议中行使表决权关乎公司的经营和股东权益的保护，正确理解《公司法》第43条规定的“出资比例”十分必要。该文归纳了理论界对“出资比例”的不同观点，从相关法理的角度对《公司法》第43条的“出资比例”进行了学理解释，并指出，除非公司章程另有规定，应将“出资比例”理解为股东认缴的出资比例。     

Voter perceptions of agenda power and attribution of responsibility for economic performance

In two recent experiments (one in the lab and one over the internet) concerning collective decision making we determined that individuals mainly assign responsibility to the decision maker with agenda power and with the largest vote share (Duch et al., 2012). We found rather weak evidence that responsibility is assigned to decision makers with veto power or allocated proportional to weighted voting power. Our conjecture then is that individuals in our online experiment who recognized the importance of proposal power in the embedded experiment will be those more likely to exercise an economic vote for the Conservative PM Party (since they are the agenda setter in the governing coalition) and for the opposition Labour Party. The conjecture is confirmed. Essentially, the data show that economic voting at the individual level is confined to individuals who understand the value of proposal power. This in turn suggests that the economic vote itself is motivated by a coherent attempt to punish or reward parties that actually deserve it in the specific sense that they were mostly responsible for choosing the policies that were implemented. Further, the strong reliance on proposal power as the workhorse of this mechanism of accountability, tells us that simple heuristics can do a lot of the work that cold rationality and complex calculation have done in much of the previous discussion of economic voting.     

表决权拘束契约若干法律问题研究——以封闭式公司为视角

股东的表决权是重要的股东权利之一,尽管我国公司法中尚无明确规定,但表决权拘束契约在我国公司法实践中频频出现,是封闭式公司中争夺公司控制权的常用工具。表决权可以成为合同的客体,具有有效性。大多数国家对于表决权拘束契约的态度基本上都经历了从禁止到认可的过程,这也成为我国建立该制度的依据之一。     

Trajectories of Administrative Reform: Institutions,Timing and Choices in France and Spain

The influence of national administrative institutions on contemporary reforms has often been noted but insufficiently tested. This article enriches the comparative perspective of administrative reform policies by focusing on four interrelated dimensions: the choices of reformers, institutional constraints, timing and sequencing and long-term trajectories. This article tries to determine whether most similar administrative systems exhibit analogous contemporary reform trajectories in content, timing and sequence. By comparing the administrative reform policies of two ‘most similar’ Napoleonic countries, France and Spain, this article analyses the commonalities and divergences of decentralisation, territorial state reorganisation, civil service reforms and policies that focus on performance management and organisational design. The article identifies the ‘causal mechanisms’ that characterise the specific role of institutions and considers both the role of context and the importance of policy intersections.