A Study On The System Of Shareholders' Voting Trust

Shareholders' voting right is not only one of significant contents of shareholders' rights, but also a meaningful means of controlling general shareholders meeting. Besides. As a powerful control means, voting right can perfect corporation governance through deciding important things of corporation. But a great number of minority shareholders are not interesting in exercising voting right. As a result, the general shareholders meetings are little function and the structures of corporation control have been full distorted and generally'abused. So, we should strengthen protecting of exercising voting right to realize the function of voting right. We can choose voting trust as a means to realize this purpose. Voting trust is a lawful system by which the shareholders trust their voting rights to trustees in a irrevocable way for a limited period, then the trustees exert the voting rights on a kind of special purpose in the name of themselves in terms of the trusters' intentions.To expound the voting trust system from the concept and evolution by the comparing research in law-history and law-economics. We can catch the circumstances, legislative purpose and evolution of the system with economic and stock second-market developing. The principles of establishment and effect such as writing and disclosing voting trust certificate, legal trust purpose, object and duration are must be in accord with law. On the basis of analyzing it's lawful character and personality through comparison voting trust with voting by proxy and agreement of restricting voting, we can see, in essence, voting trust is often used to control operation of corporation by intensive exerting voting rights in the same direction through trust institution. As an ideal device to centralize the power of control, voting trust is of peculiar functions, such as efficiently protecting the minority shareholders' interest, improving corporation governance, stabilizing the management of a corporation, ensuring paying off debts, smoothing the course of reorganization, preventing against the hostile take-over. To analyzes the legal relations of voting trust, it is apparent the main parties should be qualified, distribution of powers and duties should be regulated by corporation law and trust law, specially, is the object of trust stock or the voting right of the stock? On the basis of practice, theoretically analyzing the system, we can see the voting right should be objection. The exercising of voting right should conform to some principles of corporation law and trust law. Voting trust. It is of legality effect for parties, corporation and concerned others. To classify the defective voting trust, we...