股東提案權：少數股東權益保障與公司決策效率之平衡──中國大陸公司法第115條之檢視

Shareholder Proposal Rights: Balance Between Protection of Minority Shareholders’ Rights and Efficiency of Company Decision-Making–Article 115 of PRC Company Law

中國大陸公司法因股市朝向國際化接軌的緣由而借鑑股東提案權制度，歷次法律修正皆側重於提案持股比例下調之上，以訴求得讓少數股東權益能有表彰。然有關執行股東提案權的具體細膩運作程序與規範粗疏空泛，將折損其制度設置目標。是以，透過司法解釋方式可以修補立法上不足之嘗試。儘管立法者給予股東提案權的行使有較多的自主，但面臨中國上市公司的特殊股結構，加諸股東會的職權在公司經營決策中具有不可替代的作用，在實務上仍是由控制股東所握持，也使得少數股東在行使股東提案權之際難能彰顯。

China’s company law draws on the shareholder proposal rights system as the stock market moves towards internationalization. All previous legal amendments have focused on reducing the shareholding ratio of proposals in order to ensure that the rights and interests of minority shareholders can be recognized. However, the specific and detailed operational procedures and regulations regarding the implementation of shareholder proposal rights are vague, which undermines the goals of its system setting. Judicial interpretation could be a remedy for the legislation deficiencies. Although legislators have given shareholders more autonomy in the exercise of their proposal rights, in the face of the special share structure of Chinese listed companies, and that the powers imposed on the shareholders meetings play an irreplaceable role in the company’s business decisions, in practice the proposal rights are still controlled by the controlling shareholders and it’s difficult for minority shareholders to exercise their shareholder proposal rights.