On The System Of Shareholder Voting Trust

Shareholders' voting right is one of significant contents of shareholders' rights; also a powerful control means to decide important things of corporation. The structures of corporation control have been full distorted and generally abused in modern joint-stock companies, so, we should strengthen protecting of exercising voting right to realize the function of voting right. Voting trust which originated from the United States is an effective system for protecting shareholders' voting right. Voting trust is a legal system and legal means which applies the trust principles into the field of performing the voting right in the joint-stock corporation.Voting Trust system first originated in the United States, from the middle of the 20th century, Reference by some civil law countries such as Japan, South Korea, and China's Taiwan region. The system can continue history in many countries and regions because of its unique feature: such as safeguard the interests of small shareholders; resolve the company's financial crisis, and optimize the structure of corporate governance, protect the interests of the creditors, increasing the efficiency of decision-making companies; retain control of the company.Voting trust is a special form of trust; it is a way to concentrate corporation control in essence. Voting trust shows common features of trust as well as its own particularities. Voting trust, proxy, and voting agreement are all manners for shareholders to achieve control of the company using voting right. They are similar to one another, but essentially different.Voting trust is the product of the integration of the Company Law and the Trust Law; it's setting up procedures are subject to the Trust Law and the Company Law. The effective elements of voting trust include: entering into a written voting trust agreement; legitimate purpose; registering; the statutory or agreed deadline. The voting trust involves shareholders, trustees, the other shareholders, the company and other mainstays by analyzing it from the point of legal relations.In chapter four the author will make research on practice of voting trust in China. Although there is no such a specific law or regulations in China, some cases have taken place. For protecting minority shareholders' interests, improving state-owned stocks management and answering the voting trust cases, the author thinks that we should prescribe voting trust and perfect the relevant exterior environment, and we should adopt voting trust by appropriate legislation and plan for its localization through the specific design of the system and the legislative style.