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Research On The System Of Shareholders' Voting Trust

Posted on:2011-12-22Degree:MasterType:Thesis
Country:ChinaCandidate:F C YangFull Text:PDF
GTID:2166360305481564Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
Shareholders'voting trust is the combination of voting right and trust, it is the development and innovation of the trust mechanism in the company domain. Voting trust essentially means the shareholders shift their right of voting to the trustee with a irrepealable way and in a certain period. The trustee will exercise the voting right with its name for the specific purpose of the shareholders who trusted him. Since voting trust appeared in the United States, it has performed significant function, such as, helping the company out of financial crisis, protecting the rights and interests of minority shareholders, making sure the stability and continuous management of the company, improving corporation government and so on.Currently, there is no statutory law of voting trust in China, but in practice, as early as in 2002, the system had been used to configure the corporate control in the case of the change of equity of Qingdao Beer. As the development of the system of trust and the continuous extension of the field of the application of the trust, the voting trust will be a growing application of space in our company. But due to lack of academic research and legal system, it has not been used fully and effectively in our country. The purpose of this paper will provide some ideas for the localization and practice of voting trust in our country through the studying of the system in the United States.This paper has utilized the comprehensive analysis method, historical analysis method, comparison analysis method, substantial evidence analysis method and economic analysis method, and it composed by four chapters of contents.The first chapter is about the outline of voting trust. First of all, in order to explore the concept, nature and characteristics of voting trust, the definition of various countries will be presented. Secondly, this paper will describe the historical development of the voting trust in the United States, Germany, Japan and Taiwan of China. Finally, with the intention of highlight the characteristic of the voting trust system, this paper will analyze some similar concepts in detail.The second chapter will present the contents of the voting trust system. First of all, two theories of voting trust will be elaborated, namely"the ownership of share say"and"voting right say". Secondly, the establishment and legal effect of voting trust will be introduced. Finally, the rights and obligations between the parties in this trust relation will be described in depth.In the third part, this paper will focus on the practice of voting trust in China. Firstly, the example of successful operation of voting trust will be introduced--the case of change of equity of Qingdao Beer. Secondly, this paper will discuss the application of voting trust in our state-owned assets' management and the application in our company's employee stock ownership, in order to display the practical significance of the system in our country.The fourth section is about the perfection of the legal system of the voting trust in China. Firstly, in order to clarify the necessity of its establishment in China, this article will discuss the value of the system of the voting trust. Secondly, the discussion of the application of the conditions of voting trust will be helpful to clarify the feasibility of its establishment. Thirdly, this article will explore the legislative status of the system of the voting trust and the legislative design as well. Lastly, this article will attempt to build a new system of voting trust in order to improve the relevant legal system in China.
Keywords/Search Tags:Voting Right of Shareholder, Trust, Voting Trust, Corporate Control
PDF Full Text Request
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