The Study On Voting Trust

As an imported product, the trust system has received widespread attention since the date of introduction. In recent years, our national related trust law is increasingly consummated, especially after "People's Republic of China Trust Law" promulgated the implementation on October 1, 2001, the scholars was more and more interested in the trust method research. The right to vote trust system is the hot topic of theoretic discussion。Since our country has promulgated "Company Law" in 1994, the joint-stock company springs up, the stock market scale unceasingly expands, and the investor population suddenly grows. But at the same time, all kinds of questions also follows on heels: "Alone is big" phenomenon shows universal existence; the shareholder abuses the legal e right to vote and the factual controlling force, recklessly encroaches upon the company and the middle-small shareholders'benefit; Trustee manager, under the condition that lacks the effective mechanism of oversight to restrict, seek private gain to corrupt practices, to be derelict; the middle-small shareholders when encroached upon are either at a loss or utters a deep helpless sigh. Therefore, how to standardize company operation, consummate the governing the structure of legal person, practically strengthen the protection of the middle-small shareholders'benefit, become the urgent matter. But analyzes these questions, questions caused by the introduction of the right to vote trust system may be easily solved. The right to vote trust is one of the negotiable securities management trust. its main content is the company shareholders resting on the right to vote trust contract which they signs with the bailee, shift the stock in trust period as the trust property to the bailee, and the bailee exercises right to vote in the stock generally. The right to vote trust is a trust variety with may uses, and may play the various roles in our social economic life. The right to vote trust can not only maintain the middle-small shareholders'benefit in the company which goes on the market, improve the governing structure of the company which goes on the market, display vital role for the enhancement of the state asset management efficiency, simultaneously be allowed to provide legal the solution for company's stable management which go on the market, but can also solve other legal difficult problems for the enterprise finance solution and to play the active role. It can be said that, the right to vote trust system has displayed the trust system flexibility in a certain degree, and displays in the social economy life a widespread function which other system arrangements are unable to substitute. The right to vote trust becomes the important legal method to gain the company domination. This special system which comes from the American law is approved and introduced by mainland legal system and some countries (for example Japan) and areas (for example Taiwan) . The right to vote trust system had many years history of development in America and England and so on, our country studies about which are not mature, but had already had the actual operation in the practice. The right to vote manifests the owner status as the shareholder, then to control company produces, the management, a human affairs decision-making important right, actually is exactly relied on by the major stockholder as "the weapon" to encroaches upon the company and the middle-small shareholders'benefit by its capital superiority. Based on this, we have the necessity to carry on thorough, the systematically theoretical analysis and research on the right to vote question, to promulgate its connotation, discover the demerits, so as to establish one kind of balanced benefit between the different main bodies, and thus finally realizes organic combination of fair and efficiency. Our national law is imperfect to this stipulation, and the trust method stipulation is too simple, general, and fuzzy, lacks operationality, and lacks the stipulation for the procedural questions with some questions also needing to be solved. Based on such original intention, I choose this as the master paper topic.First, this article has studied the basic questions on the right to vote trust system: One is the right to vote trust explanation, the nature, the characteristic as well as with the related system difference, through understanding the above question, we know right to vote system cannot be replaced by the right to vote proxy system; second, I introduce development of the right to vote trust in the English and America legal system and the mainland legal system, the right to vote trust had experienced in US the affirm to denial to affirm again. Although the mainland legal system countries have not made the existing writing to stipulate in the legislation to the right to vote trust, yet have already widely practiced the right to vote trust.Next, the second chapter has made the careful analysis to the right to vote trust value. The value analysis of the right to vote trust system mainly begins from the following two aspects: One is internal legal relationship of the pre-right to vote, internal legal relationship of the right to vote trust system, mainly referring to the right to vote trust the structure and the right to vote trust tenable condition. The right to vote trust structure mainly includes three parts of the trustee, the bailee, the beneficiary, and separately elaborated the trustee, the bailee, and beneficiary's right and the duty. Second is the right to vote trust tenable condition, profiting from American stipulation, I believed, the important document right to vote trust tenable should include: The written meaning expression, that is, the right to vote letter agreement must adopt the written document form; The content is clear and concrete, the content needs to have concrete agreements the trustee, bailee's right and duty, to establish right to vote trust stock which, , whether the other rights shareholder enjoys in essence need to retain; The legitimate trust goal is one of three full essential conditions in the English and America legal system to set up the trust, and similarly the right to vote trust must have clear legitimate goal; stipulation of the right to vote deadline. In the last the chapter, this essay elaborates in detail the necessity and the legislation consummation of the establishment of right to vote trust system in our country. The right to vote system in protecting our national the mid-small shareholder to control the "alone big" and "the internal person controls" phenomenon in the go-on market company, the realization of the state asset marketing operation, and the maintenance of the company stockholder's rights structure in a relatively stable condition will play a unique role. But we can not but acknowledge that, we have too few stipulations on the right to vote trust in our country, cannot form a system, even if the "People's Republic of China Trust Law" promulgated in 2001 does not make the stipulation to the right to vote trust. With a sound system, the right to vote trust system in our country can flourish in the economic environment and play a better role finally becomes the cornerstone for vigorous development of the trust industry.