Theory Of Voting Rights At Home

A company is not only an entity which can bring profits, but also an importantplatform for relevant parties competing for interests, especially for investorscompeting for the huge controlling interests. Generally, the shareholders’ voting rightsbare the company’s controlling interests. If a party has a majority of voting rights, itcan have the controlling interests in the company. Therefore, most of the countriesestablish a series of laws relating to shareholders’ voting rights, including the systemsof voting rights proxy, voting rights solicitation, the voting rights trust, and the votingrights agreement, because of which the voting rights competition is more and moreflexible, complex and fair. To our company law, it has many defaults even though ithas established certain regulations of voting rights proxy system, so that there aremany difficulties in our real company activity. Thus, I attempt to give some usefulsuggestions to the company legislation through discussing the system of VotingAgreement from the value level to the practical level historically, logically andpractically.This article includes three parts: Introduction, Main body and Conclusion. Andthe Main body includes four chapters:Chapter1, I set up the theoretical foundation of the whole article and make theforward discussion of the voting agreement more easier, through discussing the basictheory of the voting rights, including the concept, feature, exercise, importance andrationality of being objects of the voting right.Chapter2, I introduce the voting agreement systematically, including the concept,the operation, the history in foreign countries and so on. The voting agreement is acontract agreed by a company’s relevant interest parties to put some restrictions onexercising the voting rights when the company’s shareholders meeting is makingresolutions. Until now, to admit the effect of the voting agreement is customary inmost of the western countries, though there are certain restrictions on the content andform of it in the meantime. Therefore, our country should establish the legal system ofvoting agreement based on the real need. Chapter3, through comparing with the legal systems of voting rights proxy,voting rights solicitation, the voting rights trust, cumulative voting and concertedaction, I point out the voting agreement legal system’s irreplaceable advantages,which are that it’s operation is flexible, it’s procedure is easy to run, and it’sapplication scope is broad. Further more, the voting agreement has very importantsystematical value, which are that it provides the effective way for relevant parties tocompete controlling rights of the company, for minority shareholders to protect theirinterests, and for perfecting the corporate governance structure.Chapter4, I discuss how to establish the voting agreement legal system in China,which is also the core of this article. To establish the voting agreement legal system inour country, first, it should obey the principles under both the company law and thecontract law; second, the rules on the subject, the object, the content of votingagreement and the liability of breaching it should fit the real need. Last, I discuss thelegal spirit in it in order to make the whole article completed.The legislation and research regarding to the voting agreement is urgent in ourcountry because there are many inadequacies. And the voting agreement itself issuitable for the real situation of Chinese company’s shares structure and need forprotecting the minority shareholders. Therefore, it is very important to establish thelegal system of voting agreement in China.