The Jurisprudential Justification of Proxy Solicitation by the Board of Directors of Listed Companies
The revised Securities Law grants the qualification of solicitor to the board of directors of listed companies.The solicitation initiated by the board of directors is difficult to be explained in terms of the principal-agent or contractual relationship,and this leads to the dilemma of theoretical interpretation and normative application of civil act invalidation and responsibility nullification.Considering that the board of directors meets the basic qualification of solicitor set by the law,the openness of the civil subject system can accommodate the granting of the solicitor of the board,and the overall control of the moral hazard,it is justified to grant the qualification of the solicitor of the board of directors.The solicitation behavior of the board of directors can be characterized as a kind of corporate governance behavior,and its liability of proxy solicitation can be assigned to the directors,by codes of the Company Law and the Securities Law,such as the exemption of dissenting directors and the exclusion of independent directors'resolution qualification.
board of directorsproxy solicitationliability of proxy solicitation
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