A Study On The System Of Voting Trust

Shareholders'voting right is a significantly powerful control mechanisms. The well-known American "Corporate Law" experts Easterbrook and Fischel believed, "if the limited liability is most remarkable characteristic of company's method, then the voting right is the second characteristic". In company's operation process, the voting right is the junction which is between ownership and management. How to exercise the voting right directly influence the benefit of the company, shareholders and the company's third person. Practically, the shareholders widely exercise the ways of voteing right, besides personally exercise, but also exercise voting proxy , proxy solicitation ,voting agreement, even utilize the trust principle to shareholders' voting right, had created the shareholders'voting trust in order to improve the exercise of shareholder voting rights.The system of voting trust origins from USA, has experienced "effective - invalid -effective" development course. It has the general characteristic of the trust and the particular characteristic of voting trust; One hand, it has the common character with voting proxy, proxy solicitation, voting agreement, on the other hand, it's different from them. The practice proved that, the function of voting trust system is very rich, often is used for balancing shareholder benefit, holding the corporate's domination, guaranteeing corporate's management stabily and continuely; Safeguarding creditor's benefit to be advantageous to the company finances, enhancing company making decision and so on.In the legal relationship of voting trust, the main body includes the entrusting shareholder, the bailee and the beneficiary, they should strictly exercise the right under the legal stipulation and the trust contract, fulfill the duties. There are two typical viewpoints on object of voting trust. One is the opinion of stockholder's right, another is voting right. The assertor of stockholder's right said that the stockholder's right has the attribute of property, but the voting right does not have the attribute of property, and it is not allowed separating the voting trust from the shareholder right; the assertor of voting right said that the voting right has the attribute of property. The author believed that, the object of voting trust is stockholder's rights, because the stockholder's rights is a collective and full power, and is an integrity right, inalienable. it is one kind of rights based on the shareholder status. There is not legal rules about voting trust in our country, it is proposed in the meeting of Shanghai stockmarket topic reported about Legal matter Research on the flaw of shareholders System. The system of voting trust is useful; it can solve many realistic problems of our country. such as the promblem of assisting the AMC(Asset Management Corpotation) to run those shares which have been conversed from debs, exercising voting right of labour shareholder, managing corporate efficiency, the disputed about limited shareholders in limited liability company, protecting the legal right and intersts of minority shareholders and so on.The author advocates our country should introduce the voting trust system. In the fact, the environment of laws and policies in our country suit for introducing voting trust, and there is successful model of voting trust in our country. Thanks to the absence of written law and correlation law on voting trust in our country, when we construct the voting trust system, we should judge and use for reference of American voting trust system, unify our country existing laws and regulations, construct our country's voting trust, including the establishment and effect of voting trust, signing and transfering of certificate about voting trust, deadline and termination of voting trust.