On Voting Trust Of Joint-Stock Companies

Shareholder's voting trust right, as a (?)eans of requiring and maintaining the dominative right of corporation, has experienced more than one century since it appeared from the case of Law of America. By adopting the traditional trust system, Americans continuously perfect the means of shareholder's voting right and create the ways of the voting trust, which have been extensively applied to different stages of the foundation, running and reorganization of the corporation and so on. It has a great effect on the stabilization and persistence of the corporation's policies, reconstruction and financing of the corporation. It is to say that shareholder's voting trust is another unique creation in the process of seeking how to exercise voting right in American law field, which provides a new perspective for perfecting shareholder's voting trust right and protecting small shareholders' benefit.There are no laws about voting trust in China; neither is the laws forbidding this behavior. Therefore, the means of exercising shareholder's voting trust right has emerged in China. With the development of trust system and extension of the application field, it is expected that voting trust system will play a more and more important role in corporation. The lawful problems about the voting trust will become a significant project in academic and jurisprudential circles in China.Besides the preface and ending, this paper will be divided into four parts to elaborate this system.Part I tries to find the basis for the development of voting trust in China and provide some basic materials for people who are concerned about this system by analyzing the conception of the shareholder's voting trust, the development of its history, the legal characteristics, the function of the system and compassion between the similar systems and so on.Based on using and judging American voting trust system, Part II analyses the establishment and effectiveness of voting trust in China through combining with our current law. Emphasis is placed on the elements of an effective voting trust and the limitations of the exercising of voting trust in this part.Part III discusses the subject, object and contents of the voting trust from the view of legal relation. This part mainly focuses on the problems about the object of voting trust which causes lots of disputes in academic field. The author thinks the object of voting trust should be the shares. The reasons are as follows: The first is the demand of trust's property. The second is the need of registering. The third reason is the relationship between trust's property and profit. The forth is the relationship between voting trust and share trust. The last is that voting right can not bargain alone.Finally, by analyzing the practical conditions in China, including the system environment, law environment, need and the specific usage in China, to transplant this system is proved to be reasonable from the two aspects of feasibility and necessity by the author.