A Study on Calling of Shareholders'' Meetings by Minority Shareholders

Shareholders’ meetings are forums for shareholders to express opinions and engage in deliberations. Shareholders have their rights to attend meetings, elect suitable persons to be directors, remove directors, and vote for how the company to be run in shareholders’ meetings. What is more important, shareholders are as a vital part of mechanism of corporate governance to supervise boards of directors in shareholders’ meetings. As a matter of fact, majority shareholders are also directors by means of majority vote. Boards of directors often refuse to call shareholders’ meetings as subjects opposing their self-interest. Furthermore, on account of the reason that supervisors and directors are elected by the same group of majority shareholders, supervisors are unwilling to call shareholders’ meetings to supervise boards of directors. Consequently, minority shareholders’ rights are violated by majority shareholders. Therefore, it is necessary to protect minority shareholders’ rights to call shareholders’ meetings. The provision 173 of Corporation Law grants minority shareholders statutory rights to call shareholders’ meetings on their own when boards of directors fail or can not call shareholders’ meetings. Nevertheless, the existing elements of this provision are still deficient so that it doesn’t ensure minority shareholders’ rights effectively. This thesis focuses on protecting minority shareholders’ rights and encouraging them to monitor management of corporation actively, researching the norm about calling of shareholders’ meetings by minority shareholders on Corporation Law. Accordingly, the tructure of this thesis consists five chapters as follows: hapter 1 of this thesis, it introduces the motivation, purposes, methods, and scope of this thesis. Chapter 2 of this thesis, it illustrates the relationship between shareholders’ meetings and shareholders’ rights, developing protections of minority shareholders’ rights for calling shareholders’ meetings and strengthening minority shareholders as mechanism of corporate governance. Moreover, it discusses the elements of the provision 173 of our Corporation Law, and analyzes relative issues of judgments and academic perspectives about calling shareholders’ meetings by minority shareholders. Chapter 3 of this thesis, it observes foreign corporation laws about norms and judgments of calling shareholders’ meetings by minority shareholders, including Japan, China, United Kingdom and U.S. states. Chapter 4 of this thesis, through the analysis of comparative laws, it compares theories and practices of our Corporation Law with foreign corporation laws, then criticizing deficiencies about the provision 173 of our Corporation Law. Chapter 5 of this thesis, it concludes the findings of the preceding chapters, proposing the recommendations on our Corporation Law amendment in the future.