Minority Shareholders Of Voting Trust And Shareholders' Equity Protection

Share holders' voting right as a strong control mechanism, through the major affairs of the company' s decision-making, improves the current administer structure of company legal person. However, in the capital under the principle of majority decision, taken for granted on the major shareholders have the right to decide the outcome of the vote. A lot of minority shareholders show no interest on exercising their right to vote, which makes shareholders meeting "skeletoned" . Control of the company even further distorted by widespread abuse, most of the capital of abuse must seriously damaged the interests of minority shareholders, the result dealt a blow to the confidence of investors. In order to protect the interests of minority shareholders, company law has taken all the different ways, there are three kind of voting right system: cumulative voting , voting right agent and the voting trust cumulative voting system has been added to China' s existing Company Law, but in practice applicable rate is relatively low; there are few primitive regulations regarding voting right agent; and the voting trust is still a state legislative blank, exercising the voting right has no strict legal reguations to follow, and it is less likely to expect company law will encourge shareholders to use their voting rights. And the voting trust, which orignated from US maybe a real help and functional choice for voting right.In this paper, comparative analysis, empirical research which links theory with reality, systematical approach, economic analysis, explanation of the method are applied to research on how to improve shareholders' voting trust, how to better protect the rights and interests of minority shareholders. From the analysis of medium and small shareholders' right to vote, learn from overseas countries and regions with a relatively comprehensive sytem of shareholders' voting trust, and, after researched on the necessity and feasibility of apply minority shareholders' voting trust in China, combined with China's actual situation, this paper come up with the state legislative design for voting trust: 1. "Company Law" will make general reguation on voting trust, 2. Explicitly make specific rules for voting trust, 3. In particular, legislation to be provided, such as M & A law; 4. Amendments to the existing China' s "Trust Law, " and eliminate the "Company Law" contradictions, straighten out the relationship.