Legal Study On Shareholders Voting Trust

Shareholders voting rights refer to the rights that shareholders or their agents could draft proposals and vote specific matters according to equity share at shareholder meetings. The essence of voting rights is property rights. Trust of shareholders voting rights is a legal system that shareholders entrust their voting rights to the trustee according to the trust agreement which arranges both sides rights and obligations for achieving specific purpose. The trustee can exercise voting rights and participate the management of company. The theoretical basis of this system is voting control theory, property trust theory and the theory of rights securitization. Trust of voting rights has lots of system functions, such as achieving the control rights, protecting minority shareholders, optimizating decision-making management and solves the financing problems and so on. In China, both in social reality and in the legal, the construction of voting rights trust is with necessity and feasibility. Although there are still some legislative hurdles, but they belong to operational problems, and can be prevented effectively in the process of system construction.Voting rights trust should be set in company law. Justified trust purposes and short-term are legislative principles. The establishment of voting trust includes two steps that setting up and going into effect which have their respective specific requirement. The termination of voting rights trust can be divided into legal termination and arranged termination.Voting rights trust systems also have some risks, mainly including the conflict of shareholders interests, instability of company management, the trust purpose lost due to negative management. The trustee evenly centralized the control rights of company, implement illegal monopoly and injure the interests of the company. Aimed at these risks, the following several measures can reduce the extent of injury. The first is strictly limit the trust purpose to prevent the established of illegal trust. The second is to limit the scope of the trust shareholders. In principle, it should be banned that big shareholders establish trust. The third is clearly definite the rights and responsibilities, implement regulatory scrutiny to the trustee behavior. The last one is to improve information disclosure system and strengthen the supervision of the company.Shareholders should have join right of trust contract, so that they can join the trust contract at proper time. The burden of voting trust expenses should be followed "who gains, who burden" principle. The independence of trust property make the benefit certificate of voting have a strong property and liquidity. It is the foundation of trust asset securitization. Asset securitization also must break the certain theoretical and practical obstacles, including the validity of the trust benefits certificate, product credit rating and secondary market liquidity problems. Modify the trust law and other legal systems, formulate and implement collection class trust product standardization work, as well as establishing and perfecting the information disclosure system and credit rating system of mechanism. These measures can effectively solve the above problems and obstacles.