股东表决权代理征集制度的研究

Review in Collection of The Proxy of Voting Rights Mechanism

表决权代理征集制度是我国近年来公司法学界、证券法学界共同关注的一个新课题。它像一柄双刃剑,既可以成为保护公司和股东利益、优化公司治理结构的有力手段,又可能沦为投机人士争夺公司控制权、损害公司和股东利益的工具。近年来我国上市公司实践中发生了多起表决权代理征集实例,由于缺乏法律规制,其行为颇不规范。针对存在问题,借鉴先进国家和地区立法经验,对完善我国表决权代理征集制度进行探索性研究。

Scholars from corporate law and security law are increasing its attention on a new topic, collection of the proxy of voting rights mechanism in recent year. This mechanism has pros and cons, which means that while it operates to safeguard corporate and its shareholder~ interest, it also a device facilitate speculator conspire to capture the controlling ship and in turn impair corporate and its shareholder＇s interest. Due to the lack of effective regulation, it is not rare to find that cases of collection the proxy of voting right happened in the public company product runs without standard and supervised. That that regard, author of this thesis review and research such a mechanism in light of advance legislation in western countries.