论征集股东委托书制度的价值取向

征集股东授权委托书就像一柄双刃剑,既可以成为保护公司和股东利益、优化公司治理结构、活跃证券市场的有力手段,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。许多国家立法上均对此加以详细规定,我国涉及征集股东授权委托书的法律条款却很少。目前我国上市公司实践中也发生了越来越多的征集股东授权委托书实例,但由于缺乏法律规制,出现了不少问题,于是,对征集股东授权委托书的含义议论纷纷。从征集股东授权委托书的价值取向出发,指出了我国建立和健全征集股东授权委托书制度的必要性。

Value Orientation of Collecting Shareholder Authorization Letter System

The acquisition of shareholders′authorization letter has both advantages and disadvantages.For one thing,it can strongly protect the interests of corporations and shareholders and optimize the structure;for another,it can also become a tool for opportunists to scramble for rights of controlling corporations and undermine the interests of corporations and shareholders.Many countries have made corresponding rules about it by legislation;however,there are hardly any provisions in China on such things.There have been many cases of acquisition with shareholders′authorization letter in practice in the listed companies,about which many problems arise due to the lack of its legal stipulation.This just causes a large number of disputes.An intensive analysis is made on the necessity of establishing and perfecting the system of collecting shareholders′ letter of authorization by clarifying its value orientation.