The Study On The Basis Of Legitimacy Of Voting Agreement

Rules of voting agreement have been established for a long time, but China has not brought in these rules. Should we establish these rules? The key is to construct the legitimacy of the basis. In part I, this article illustrates the concept of voting agreement, and compare voting agreement with relevant concepts to establish irreplaceable status of voting agreement.Then I argue from the four aspects to construct the legitimacy of basis: historical basis, practical basis, theoretical basis and effective basis. In the argument of historical basis, I summarize the theoretical analysis of the source about voting agreement and describe the reasons of recognition of the effects. In the argument of practical basis, I describe the function of voting agreement from five aspects to show the significances. In the argument of theoretical basis, contract justice is a proof point. From this point of view, recognition of the effects is justifiable, meanwhile, I define an initial boundary for freedom of conclusion of contract by defining who can conclude this kind of contracts.In the last part, I argue the effective basis from the point of the state coercion in corporate law, meanwhile, I propose further restrictions from both content and form to define a boundary.