The Research On Voting Trust System

The company is playing the extremely vital role in the modern social economy life. In company's developing process, company's property rights and the domination separate day by day, how from this studies solves because has the proxy cost, the agent is loaf, internal person controls, the major stockholder abuses in the status infrigement question and so on.Young shareholder legitimate benefit, but causes the company interior authority unbalanced phenomenon.Always was the economical educational world, the legal science specially is a company law educational world eternal but the full of vitality topic - namely governs the structure to the company there search, the attraction has been the innumerable economists, the jurist in this domain diligently exploration, also attracted the author to this to take the study research. The company is the shareholder invests the establishment, should seek the benefit for the shareholder, but appeared the deviation shareholder in the company system development process which front describes (or said partial share holders) the welfare question, how does solve it, needs the economical educational world and the legal science joint effort. The author thought the question the core designs some reasonable effective legal systems, solves these problems which in the corporate growth appears. Was revolving this mentality, the our country economical educational world and the legal science scholars proposed many beneficial perfect companies governed the structure the suggestion.The voting trust system initiates to company system developed US. Operates in the American company in the practice, the voting trust system displayed such as has guaranteed the corporate management to be stable and continuously, to safeguard creditor's benefit and the assistance company rallies, prevented competed other companies with this company to obtain this company the domination, the protection company general center young shareholders legitimate right sand interests and so on the unique function. In country and our country Taiwan area and so on other national like Japan company operates in the practice or the company law also concerns to the rightto vote trust content. The right to vote trust system the deviation shareholder which appears for in the solution company system development process (or said partial shareholders) the welfare question and the guarantee company's normal operation has provided a very good system support. The voting trust law system also is obtaining our country educational world as well as the solid service approval, but simultaneously this fresh thing research or the suitable insufficiency, this article have carried on the discussion tothe right to vote trust this law system, and introduced the right to vote trust law system to our country to propose the feasible suggestion, could introduce this system as soon as possible by the ime in our country.The first part, first through studies in the American case-law and the written law the voting trust system historical evolution, the defined US different historical period about the right to vote trust system different manner, simultaneously also introduced German,Japanese, South Korean as well as our country Taiwan area about the voting trust legislation survey or the manner. The voting trust origins from US, experienced in US from to has been effectively invalid again to the effective historical process. Looks over the voting trust in US development history, may discover, the American various states court determination voting trust behavior whether effective standard, often lies in right to voting trust itself, how but is in the establishment right to vote trust goal and the motive, goal legitimate namely for effective, otherwise is invalid. In the mainland legal system country or the area, only some our country Taiwan area "Bought And Law in Enterprise" in tenth has made the stipulation to voting trust system, other countries did not have voting trust the correlation stipulation. But,lacks legal the regulations certainly not to be able to prevent it inthe reality appearance. In the German law concerned records voting trust the stipulation, is extremely similar with the voting trust, but also has the difference; Japan and South Korea although not about voting trust legal rule, but is massively used in the practice. After that this article to introduce voting trust essence and the characteristic, pointed out voting trust the essence actually was to the company domination centralism, was the shareholder realizes one method and the tool which controlled to the company; The voting trust main characteristic has voting trust the litigant has the particularity, voting trust is but must completely carries on the trust to a shareholder power part, already trust right to vote stock transfer power in trust period receives the limit, as well as voting trust certificate is one kind of negotiable securities and so on. Then introduced voting trust and the right to vote proxy and so on the similar legals ystem similarities and differences place, pointed out voting trust has the function which other similar systems cannot be substituted.The second part, is voting trust concrete law system introduction. This part first introduced voting trust establishment procedure and becomes effective the important document,pointed out voting trust needs to fulfill the registration and male shows the procedure, otherwise has not resisted the third person of potency; the stress point to study voting trust relations litigant as well as between them the right duty relations; Then to right to vote trust period and the termination has carried on the elaboration, pointed out voting trust should stipulate the certain deadline, otherwise is disadvantageous to civil relational pasting with to the trustee benefit protection, in profits from in the foundation which US legislates, proposed voting trust deadline as is suitable take 10 years; After that the slight defect which exists voting trust itself to carry on the classified limits, may set up "is invalid" and"may abolish" the system, how its key and does the difficulty lie inthe goal the validity to take judges its effective or not main standard, suitably makes the summary -like in the legislation and enumerates the stipulation which the type unifies; The last part to violated voting trust contract to provide the legal relief way. This part through constructed to the voting trust concrete system introduction for the fourth part of our country voting trust system has provided the theory strut.Third part analysis our country establishes voting trust system the necessity and the feasibility. First introduced the voting trust law system to our country the necessity to carry on the elaboration, pointed out voting trust had the participation state-owned stockholder's rights operation, there alization state asset market operation, protected the young shareholder benefit, the optimization goes on the market the company to govern the structure, stably went on the market function and so on.Company stockholder's rights structure, not only was allowed to display in the beautiful law of the land the inherent positive sense,meanwhile could impel the stockholder's rights class state asset the market operation, the solution "the debt to transfer shares of stock"the legal difficult problem and the staff holds the stock many technical question, and could develop the trust company's service,operated in the practice in the company to be able to play the unique role, thought our country should introduce the right to vote trust law system. Then has analyzed our country's existing condition and economic environment, legal system, pointed out our country has already had the introduction voting trust the condition, should profit from and transplant this kind of system.The fourth part mainly elaborated voting trust ,construct voting trust system to our country model significance as well as our country the concrete legislation suggestion. First pointed out the legal system should serve the economic basis, when the corresponding social economy condition changes, the law also should unceasing development consummation; Then further proposed our country establishes voting trust system the concrete legislation to suggest: Advocated our country when establishment voting trust law system, the speaking of legislation style, should imitate the American method to use the synthesis legislation pattern, mainly sets up the special provision in the company law to make the generality voting trust to stipulate.Finally were partial in this chapter, has carried on the concrete design to our country voting trust system, mainly to voting trust contract form, the establishment procedure, the goal,the deadline already the voting trust certificate circulation question has carried on the elaboration, finally analyzed just like any thing all to have pro and con both sides to be same, voting trust while had the multitudinous superiority, also existed the possibility which abused, the author some negative influences which possibly could appear in the practice operation was proposed on voting trust some legal counter measures, expected to the our country voting trust system introduction certain function.This article's conclusion is: Our country has already had the transplant voting trust current economic condition and the legal environment, but voting trust production and the success movement were as depends on take the mature American company law and the trust law, therefore transplants voting trust our country, cannot simple imitate copies verbatim, needs to carry on the localization, in order to avoid unaccustomed to the climate, but also wants to be perfect and the standard our country trust market,enhances the trust company the grade of service and the specialized standard, meanwhile must carry on the correlation necessary legal system the construction, provides the holding of law to each economical operation, only has this, voting trust system can smoothly expand its application space in our country, And realizes its formidable application function, for our country economy development display positive role.As a result of the right to vote trust system complexity and the multiplicity, especially our country voting trust exercises not yet wide spread utilization today, lacks the cognition and in the examination situation which massive our country practices, because my ability insufficient and limited, insufficiently isalso thorough to some questions research, even possibly also has the deviation to certain questions understanding, this article conclusion accuracy, comprehensive and the actual effect also needs the confirmation and the supplement which the future will practice. In the article the deficiency requests earnestly fellow teachers to criticize and points out mistakes.