论股东累积投票权

After examination of the concept and the evolution history of the shareholder’s cumulative voting, this article argues that Chinese Corporate Law shall introduce mandatory requirements on shareholder’s cumulative voting in electing members of the board of directors and members of the board of supervisors. This article also revisits the debates on the advantages and disadvantages of cumulative voting between and among American scholars, and pointes out that cumulative voting will help to enhance the efficiency of corporate governance, to promote shareholder equality and shareholder democracy, and to protect the minority shareholders. To guarantee the transparency and fairness of cumulative voting, the author suggests that new Corporate Law shall introduce prerequisite procedures for shareholders to exercise their cumulative voting. For the purpose of safeguarding the minority shareholder’s right to cumulative voting, the author recommends that directors and supervisors shall be elected jointly. The author argues that the validity of the election result of majority directors elected by minority shareholders shall be recognized. To enable the shareholders to make intelligent decisions regarding the cumulative voting and share purchasing, this article makes comments on the calculation methods proposed by scholars specializing in American corporate law. Last but not least, the author analyzes the validity of the devices to restrict and minimize cumulative voting.