Study On The System Of Shareholders' Voting Trust

Voting power was considered as a very important right in the shareholders'right system. In the company, deciding the important item had to be made through a congressional form by the shareholders' meeting, but meeting's resolution then had to proceed to a vote. So voting power was in a core position among the whole right system in the company. Voting trust was a system in which a shareholder or several shareholders turned the juridical right of the share according to the agreement, including the voting power to one or several trustees, the latter held the share and made the voting power come into effect in the term of engagement or law rule for carrying out a certain legal purpose .voting trust was a system that spread around the company controlling power, making everyone concerned have the maximum function. It had extremely important meaning in protecting small shareholders'benefits, stabling the company ownership of a share structure, guaranteeing creditor's benefits etc. Voting trusts as a tool for the control of company, adopting the way for trust, as a result had all characteristics such as vivid, rich in flexibility etc. This system had the well developing space of imagine .The authority Scott on the trusting in the United States had said: The purpose establishing the trust was similar to the lawyer's imagination that had no restriction. The only restriction to flexibility was not breaching the law of rule or disobeying public order, kind customs.Voting trust was come into being at the American company law. In case law it experienced first invalid, then effective comment again and again and afterwards its usefulness, legitimacy were admitted gradually, and had provision on the written laws. Then some nations and region in civil law system had drawn lessons behind. Currently, our country still didn't have institutional provision to the voting trust .but in the economic life, the influence for voting trust was in the extension of the function and had got full of exertive, the position of harmony praise just in the exaltation. Regardless still keep seeing from the market environment or from the system environment, all had a right condition to voting trust system. Voting trust as a superior system, had huge business space in our country .More incorporated company in China existed in a pattern in which only government's share of stock was more greatly and then produced the power imperfection owing to the history reason. There was another problem that the government had not been separated from the management in the company. At the same time the system of voting trust had an great significance of making the stateowned property operate in the market ,perfecting manage structure of the company, guaranteeing the benefits of the medium and small investor and stabling the structure of the company ownership and then it would make the stock market develop more healthily. We should indraught voting trust system and make the stateowned property marketing. In our country indraughting the system had been necessary by all means. In fact, the example of voting trust had already appeared in our country currently. It had provided valuable experience for us. We should draw lessons from successful experience of American company law, and make the allocation of control power excellent. In Setting up the system of voting trust, absorbing and drawing was a right way but not completely moving. So if we wanted to indraught the system we had to carry on a deep analysis on the right in American, particularly on the basic principle.The analysis on basic principle was mainly concentrated on the institutional law attribute and the law relation of voting trust system. In chapter One and Two, we introduced the contents such as the essence, the characteristic, the function, the party concerned and its right and obligation etc. Though taking controlling power as central of essence, describing the maximum function ,arguing whether"ownership of share"or"voting power"was the object of voting trust and comparing the voting trust with the other interrelated system, we made the institutional superiority well emerge. But either system however perfect in the world would be certain to be misapplicated if it had potential benefits. The voting trust had no exception. The system had once driven a great deal of abuse in carrying out monopoly in its process in the United States .Because of the abuse, voting trust had caused the exorbitant profits behavior in the marketing, and trust forming come into being in the American economy.We must approve the voting trust system. At the same time we must design the restriction on the system to avoid misapplication. How to build up the voting trust system which has Chinese special features? we should draw lessons from other nations like lawmaking experience in the United States, give correction according to own circumstance, and then we could well bring institutional function in play, prevent from the abuse of the right. Chapter Three of the article would make a point to elaborate this.Aiming to carrying out the function of the voting trust, we must make legislation definitely. we had two ways in lawmaking. We could build regulation in special law according to"business enterprise merger law"in Taiwan, aiming at the characteristic. In the other way we could build it in the company law too. Because of the bad effect on limiting the development of the voting trust in the special law, we must emphasize the legislation in company law. In company law, adopting a written form, bearding the time limit, registering and showing, establishing a purpose in response to legality should have an explicit body. The legitimacy purpose particularly of voting trust was the important condition that matched to the request in our country and the other in the world.