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On The Voting Trust Of Shareholder

Posted on:2012-04-27Degree:MasterType:Thesis
Country:ChinaCandidate:L L DiFull Text:PDF
GTID:2216330338972534Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
The development of voting trust is accompanied by dispute. The concept of voting trust has not a unified representation. I think:" Voting trust means one or several client (shareholder) according to the trust contract, take their voting rights to the trustee. The trustee exercise the voting rights and other subsidiary rights which closely related to the voting rights within the period that limit prescribed by the trust contract or the law. " Voting trust is a kind of trust, but the client's identity is special; Voting trust is shareholder exercise their voting right at an indirect way, but it is different from other indirect ways of voting execution methods, it is irrevocable, durable, scalable; Voting trust is a kind of means that shareholders fight for the control of the company. Today, The United States, Japan and Taiwan of China are the best about voting trust. Voting Trust produced in the United States, it experienced the fate of affirmation to deny to certain in the United States. At the beginning, a lot of case law admitted its effectiveness. Later, because trust is to be a tool to achieve monopoly, and it has caused a lot of damage to the social economy, so A lot of American courts deny its effectiveness in the 19th century. But because its irreplaceable value adapt to the needs of economic development, and the formulation of the antimonopoly law (Sherman) in 1840, effectively prevent the voting trust is as means to achieve monopoly. Therefore, The United States were beginning to recognize the validity of the voting trust. Today, in order to avoid the drawback and play the value of voting trust, All states outside the Manchester state have recognized the validity of voting trust in the form of statutory law in The United States. Moreover, Manchester state has acknowledged the effectiveness of voting trust in practice. There are not the rules about voting trust in Japanese Commercial Code, But, voting trust is not uncommon in the practice. The voting trust in the practice is that shareholders conduct trust on their shareholders' rights for the purpose, rater than conduct trust on voting right independently. There are regulations about voting trust in company law and merger of voting rights law in Taiwan of china. But the application scope is limited to merger, and the trustees are limited to professional trust agencies or financial companies are engaged in trust business.There are unique value of voting trust in our country:benefits to state-owned listed companies'operating and restructuring, helps to solve the list of ESOP plans and can become a characteristic service of our country. There are not direct expression about v.oting trust in our laws and regulations, but are not the rules of prohibition about voting trust. And voting trust had been used to finance successfully by Qingdao Beer. Therefore, there is necessary and possible to establish the system of voting trust. After comparing with other countries'law about voting trust, the author thinks that our country should be provide for principle on voting trust in company law. As far as the designation of specific system, the paper mainly explains the following content:a valid voting trust should have a purpose and deadline allowed by the law or the contract; Trustee must be careful, honest and credit for the profits of client when the trustee exercises the voting right. The paper explains the rights and obligations of the parties in the legal relationship; the solutions when the difference occurs among the trustees; the restrictions when trustee exercise the voting rights; the civil liability when trustee violates the obligations after comparing the rules on voting trust of American Company Law.
Keywords/Search Tags:voting rights, trust, shareholder, client, trustee
PDF Full Text Request
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