In voting or voting, as long as there is a negative vote, the candidate or the content to be voted will be rejected. This one-vote veto mechanism is also called one-vote veto. 1. The concept of one-vote veto, also known as the right of veto or protection on major issues, refers to the veto power that venture capitalists have in the decision-making on major issues of startup companies (sometimes including their subsidiaries). Every company has a different definition of major issues, ranging from dozens to several. Most companies define the change of share capital structure, the change of board of directors, the change of share category, the company's announcement or payment of dividends, and the change of rights and obligations of preferred shares and/or their holders as major events. Venture capitalists can ask for a veto on specific resolutions at the company's shareholders' meeting or board meeting. Article 43 of the Company Law stipulates: "Shareholders of a limited liability company shall exercise their voting rights in proportion to their capital contribution, unless otherwise stipulated in the articles of association". For joint stock limited companies, shareholders are required to have one vote per share, that is, "the same shares have the same rights". Therefore, the setting of one-vote right can only be implemented in limited liability companies. When the venture capitalist is a minority shareholder, he can set a veto on the following major issues in the investment agreement and articles of association: merger, division, acquisition, dissolution, liquidation or change of corporate form, merger and disposal of major assets, foreign investment and financing, etc. Two. Relevant laws and regulations are in accordance with the Company Law of People's Republic of China (PRC): Article 43 The discussion methods and voting procedures of the shareholders' meeting shall be stipulated in the articles of association of the company, unless otherwise stipulated in this Law. The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights. The key lies in this "more than two-thirds". When converted into percentage, the shares must be equal to or greater than 66.7% in order to pass the above resolution. If the shares of one shareholder exceed 33.3 1%, the shares of other shareholders add up to less than 66.7%. Therefore, as long as this shareholder votes against it, it determines that the resolution of the shareholders' meeting cannot be passed, which is equivalent to "one vote". In voting or voting, as long as there is a negative vote, the candidate or the content to be voted will be rejected. This one-vote veto mechanism is also called one-vote veto.