论降低中小股东累积投票的门槛

On the Lowering the Threshold of Middle and Small Shareholders Cumulative Voting

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。

Cumulative voting system is to protect that minority shareholders can elect the spokesperson, but in the practice of China＆#39;s companies the second or the third shareholders can benefit from the system not small and medium-sized shareholders. Ironically the second or the third shareholders who get the benefits are ungrateful but the vast number of small and medium shareholders who are grateful cannot get the benefit. The reason is the threshold which the medium and small shareholders want to elect the spokesperson through the cumulative voting is too high, so that the system of cumulative voting changes into the intentional attitude that the strong stock holders cater to the regulators. The author, in the perspective of the small and medium-sized shareholders, adhering to the spirit of the creation of the cumulative voting system, respecting the legislative intent of China＇s Company Law, analyzed those small and medium-sized shareholders cumulative voting would meet several thresholds, and gave advice on lowering thresholds according to the different thresholds.