System Of Voting Trust Research

This dissertation mainly studies the system of Shareholder Voting Trust. After analyzing and introducing the basic theory of this system and the relevant problems, this article indicates that Voting Trust as the private ordering of voting rights for shareholder plays an important role in getting the corporate control, improving the corporate operation construction and protecting the interest of minority shareholders.In partⅠ, this article illustrates the principles of Voting Trust. The study begins from several different definitions concluded by different learned men, and argues that the most essential character of Voting Trust is that while Voting trustees use the voting right in an unchangeable way, Beneficial owners continue own the other beneficial ownerships linked with shares. The article posits that since the system of Voting Trust was derived from the system of Trust in Anglo-American Law system, Trust is considered as the division of property rights not the shift from property rights which advocated by Continental Law. Therefore the article points out that Voting Trust is a trust mode that concerning the voting right. Meantime, the study presents the historical development of Voting Trust and analyzes several ideas of Voting Trust. After illustrating of Voting trust, this part of article concludes that this system is viable.What roles do the three basic elements of Voting Trust's legal relationship play in the course of constructing this system? The author presents chapterⅡto answer this question. Legal nexus is discussed in partⅡ. The author begins with the introduction of subject of legal nexus, including beneficial owners, voting trustees, and voting trust certificate holders. The study analyzes the objects of Voting Trust's legal nexus, and then crystallizes that Voting Trust is a kind of Trust that only refers to the voting right of the share, and so is distinguished with Interest Trust which could not have a useful effect already. The author also illustrates the substance of Voting Trust's legal nexus which can be concluded as the relationship of rights and obligation, and this illustration is established in the aspect of both the Company Law and the Trust Law. In partⅢ, the feasibility and necessity of the establishment of Voting Trust in our country's legal system, is deeply discussed. This article distinguishes three analogical institutions: the proxy, voting trust and voting agreement, and emphasizes the influence and function of voting trust. In the course of using private ordering of voting right for shareholders to get the corporate control, voting trust owns the inherently institutional superior. Furthermore, in practice, voting trust plays an important and obvious role in accelerating the cooperation between natural enterprise and foreign enterprise, solving the problems caused by personal holding shares in pro-listed companies and assets reorganization in listed companies.In partⅣ, how to construct the legal system that confirms and organizes voting trust in our country is the main object. The article is established on the basis of the feasibility of establishing voting trust in our country, and then posits several valuably material suggestions. The study insists that voting trust should be fully specified and improved by revising the Company Law, the Trust Law and the special Law. The dissertation suggests that it is meaningful to introduce voting trust into the system of cumulative voting, and argues the basic rules of voting trust, such as formation, validation, exertion and force effect.