A Research On Voting Trust

The Voting Trust,means the shareholder removed its right of voting ,which is based on its share, to the trustee with a irrepealable way in some certain period. The trustee would exercise the voting right with its own name for the specific purpose of the shareholder who trusted him. Voting Trust system was born in the United States, which had created tremendous social and economical value in the U.S. company law practice. The system is introduced to our country at the beginning of this century in the case of change of equity of Qingdao Beer. Unfortunately, due to the lack of academic research and system support, it meets a great difficult in application and promotion. The purpose of this paper is to provide some ideas for the localization and practice of Voting Trust system in our country through the studying of Voting Trust system in the United States.The full text consists of three main parts: the preamble, the straight matter and the conclusion, and the main body is divided into four sections: The first chapter outlines the Voting Trust legal system by discussing the meaning and legal character of the Voting Trust with the perspective of various definitions of professional works. Voting Trust is a trust, an indirect method of shareholders to exercise the voting right, as well as a mean to control the distribution of the company freely. In the perspective of centralizing, maintaining and transferring the controlling power of the company, Voting Trust has the flexible functions to protect the legitimate rights of medium-sized companies and shareholders, to make sure the Continuous management and ensure stability of the company, to protect the interests of creditors, to help the company reorganization and to defend malicious attacks, etc. Voting Trust in the United States has a very complicated experience in development. As the different legal concepts between Anglo-American and the civil law system, the transplantation is very slow in the continental legal system countries.The second chapter of this paper is the theoretical conflict and balance for transplantation of Voting Trust. Although scholars unanimously agree that the powerful functions of Voting Trust, the legitimacy is still a big problem in mainland China. The dispute focuses on two issues: Firstly, What is the trust property in the Voting Trust, shares or voting rights? Secondly, would it lead to some kind of conflicts in the whole present legal system once introducing the Voting Trust system into mainland China? This chapter held a discussion on these two issues, for the purpose of proofing of the necessity and feasibility for us to make use of Voting Trust system.The third chapter of this paper is to discuss the construction of Voting Trust legal system and analyze the effectiveness. From the United States related to the legal system, the Voting Trust legal system should have the value of freedom and fairness as its orientation, should have the legality of purpose as its basic principles. The standardized design for the relationship between rights and obligations of the parties has been done to conduct a more comprehensive analysis.The forth chapter make out a review to the application of Voting Trust legal system in the governance of state-owned enterprises (SOE) in mainland China with the perspective of the governance of SOE. To analyze the operation models and practice sense of Voting Trust on the reform of China's SOE, state debt restructuring process and introduction of foreign strategic investors, it is hoped to shed light on some valuable suggestions of the complicated legal problems in our country's SOE reform.