On The Shareholder's Voting Agreement

With the increasing trend of corporate law becoming private, the principle of self-determination must gradually occupy seats in the corporate law. This principle is first expressed as shareholder autonomy in the corporate law. That is to say, the relationship between shareholders and the relationship between shareholder and corporate should be adjusted by shareholders in line with their own meaning in principle, and the legislative and the judiciary should not interfere in the wild. Shareholder's voting agreement is just the expression of shareholder autonomy.Voting agreement is a contract between the shareholders or between the shareholders and other third parties about how to exercise their voting rights. It is an effective means of getting the control right of corporate. Voting agreement in western countries developed from ban to permit. The problem about voting agreement appeared in China's judiciary practice, in which the new corporate law has not been involved, so there is not law to follow temporarily. This article attempts to address this issue, with a view to resolving the judge's embarrassment. Besides introduction and conclusions, this article is divided into three parts:Part one, the overview of voting agreement, mainly about its historical development, system value and the relevance of our judicial practice.Part two, comparison of the relative corporate systems, through comparing voting agreement to cumulative voting right, voting trust and proxy solicitation to appraise its independent values.Part three, studies of contractual nature of voting agreement, mainly reviewing some issues including its establishment, entering into force, responsibilities for breaching contract and the impact to the resolution in the perspective of contract law.