Study On The Legal System Of Employee Shareholding Consignment

After World Warâ…¡, grounded on the comparatively perfect joint-stock company system, employee stock ownership plan(ESOP) in western countries has been developed along with the popularization of social welfare policy, and therewith a relatively comprehensive ESOP legal system has been constructed. Yet, ESOP in China started somewhat late, as its trying out was accompanied by a pilot joint-stock reform of state-owned enterprises. Like a new vigor injected, the imported system helped the perfecting of domestic corporate governance structure and companization restructuring of state-owned enterprises, and it was hence be highly consented by business community and theoretical circles. However, practice has shown that the implementation of ESOP in China confronted with obstacles, among which, the prominent problem was that there was still no such a law to standardize internal ESOP system, and the corresponding system design has not been well developed, which went against the standardization of ESOP practice, meanwhile the enthusiasm for enterprises to implement initiatively ESOP could be badly frustrated. In this case, it is of great necessary to sum up the experience in the practice of ESOP at home, to consummate the legal system, and to vitalize adequately the positive function of ESOP.Reviewing the ESOP practice in China, as the legal status of the ESOP committee is still unclear, the trust law system is far from complete and the trust market is quite immature, employee shareholding consignment system is still presently an efficient way to actualize ESOP in China, and the system is running as follows: representatives of shareholders were chosen or elected from a large number of employees participating in shareholding activities, and, as shareholders on behalf of other employees can they participate in the industrial and commercial registration and possess stocks of the companies, while other employees fulfill the duty of investment through these agents according the entrusted investment agreements they signed. Employee shareholding consignment system is an anonymous proxy system with actualization ESOP in companies as the motivation and with promoting the diversification of property rights of enterprises, enhancing the enthusiasm of staffs, and solving the puzzle amid the restructuring of state-owned enterprises as the final purpose. Principal-agent theory, commercial agent anonymous proxy theory and contract law theory constitute a theoretical fundamental for the employee shareholding consignment system. Entrusted stockholding contract is a warrant of legal relationship between client and trustee, and a kernel element to establish an entrusted shareholding relationship, and the design of the contract is the hinge of employee shareholding consignment system. After a thorough analysis on the legal relationship the system involved, centering on the legal status of clients, the rights and obligations of clients and trustees were comprehensively interpreted, and establishment of an operation mechanism for employee stockholding conference, which is different from employee ownership association (EOA) and employee stock ownership trust(ESOT), was creatively proposed, and the system design and operation procedure of the conference were further investigated according the character demarcation and the legal status of the conference, and the responsibilities of which was clarified. Meanwhile, in order to improve the practical handle ability of employee shareholding consignment system and to construct a rights relief system focusing on staff stock rights protection, some certain aspects such as the enacting style of employee shareholding consignment system, the legal forms and the stock rights'exertion by trustees, were studied.