Legal Research On Introducing Voting Trust Into China

Voting trust has become the worldwide tool for Minority-shareholder protecting. Different from other indirect ways to vote, voting trust can aggregate the voting right of Minority-shareholder, making the vulnerable Minority-shareholder has a chance to constrain the Controlling shareholders, protecting Minority-shareholder's interests. As an effective way to solve the problem that voting right of Minority-shareholder being deprived, voting trust should be introduced in China.The dissertation generally includes three parts: preface,text and conclusion. As for the text, it consists of four chapters.Chapter one illustrates the ownership structure of public company in China, points out that the ownership structure of public company in China develops in an extreme way. And Minority-shareholder bears the oppression from both Controlling shareholder and the management of Public Company.Chapter two makes inquiry on the voting right of the Minority-shareholder. It contains two parts, one analyzes the defects of the voting system in China, the other uses the empirical method to proves that voting right of Minority-shareholder being asleep.Chapter three analyzes the value of voting trust through the comparison among the indirect ways to vote. Voting trust has the nature advantage while dealing with the absence of voting right of Minority-shareholder in China. It not only raised the efficiency of voting, but also making the voting right of Minority-shareholder awake.Chapter four tries to design the framework of voting trust in China, including the validity of voting trust and the parties' right. The text points out that to take effect voting trust must satisfy both the format and substance elements. Voting trust contract decides the relationship of the parties. The system of voting trust is a both strict and flexible institution, which provides freedom of corporate autonomy.