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The Consideration On Introducing Voting Trust Into Our Country

Posted on:2007-05-13Degree:MasterType:Thesis
Country:ChinaCandidate:G F ZhaoFull Text:PDF
GTID:2166360185954250Subject:Economic Law
Abstract/Summary:PDF Full Text Request
Voting trust is set up by contract of two or more shareholders. For a fixed period, the trustor irrevocably transfer the legal title of their stocks to one or more voting trustees for voting trust certificates of a certain number of shares, which are issued by voting trustees in their own name. Then the voting trustees hold legal title of such shares and may vote the shares in accordance with the trust instrument. The system of"voting trust"originated from American corporate law and existed for more than one hundred of years, which is extended in many fields. Tsingtao Brewery Co., Ltd. had cooperated with Anheuser-Buschcompanies Inc. by voting trust in 2002. What is the function, essence and theoretical foundation of voting trust? How does voting trust operate? How can we introduce voting trust? From the angle of corporate and trust law, this paper analyses those problems by institutional economics theory and try to contribute for the legislation of voting trust in the future.This paper , with four ten thousand words ,is divided into the preface, four chapters and epilogue..The preface summarizes the purpose and meaning of this paper, and points out main content of this paper.Chapter I overviews the voting trust. This paper analyzes the essence and function of voting trust and points out the difference between the voting trust and other institutions. The paper hold the view that voting trust is one kind of trust by the behaviour of the party and its essence is to place the control of a corporation in the hands of a given group. Through the strict procedure of creation and the flexible trust contract, voting trust satisfies the different requirements of the parties`about corporate control and achieves shareholders'maximum profits.Chapter II is on the analysis of the theory of voting trust. Firstly, this paper introduces the different countries'voting trust and summarizes two the original problems of voting trust in corporate and trust law. By analyzing the theory of shareholder voting, it concludes that voting trust is an improvement of shareholder voting. Voting trust opens out the value of shareholder voting and induces the second separation of shareholder right after the first separation of shareholder's ownership and management right, which discloses the essence of the capital of shares deeply.Chapter III is related to the validity of voting trust and the parties'right. This paper points out that to take effect voting trust must satisfy format and substance requirements. Voting trust contract decides the relationship of the parties. The system of voting trust is a strict and flexible institution, which provides freedom of corporate autonomy.Chapter IV introduces voting trust in our country. Firstly, this paper analyzed the application in protecting minority shareholder and take-over. Then this paper deems that the legislation of voting trust is limited in the validity of voting trust and the parties'rights is determined by theirselves.The epilogue is conclusion. The paper thinks that the introducing voting trust will add more freedom of corporation autonomy, but the function of voting trust can not be entirely utilized due to lack basement of trust law, which requires that people understand and accept voting trust in culture.
Keywords/Search Tags:trust, voting, corporate control, voting trust, institutional economic
PDF Full Text Request
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