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Legal Problems Research For Voting Trust Of The Shareholders In Stock Corporations

Posted on:2014-02-19Degree:MasterType:Thesis
Country:ChinaCandidate:X Q RenFull Text:PDF
GTID:2246330395993257Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
Voting Trust is the combination and innovation of the trust law filed in the corporate lawfield, it is a method for minority shareholders to participate in corporate governance bycontrolling power between the shareholders. Since Voting Trust appeared in United States in1864, after one hundred years of development, it plays an irreplaceable role in improving thecorporate governance structure and protecting the interest of minority shareholders andhelping the enterprise, especially small and medium-sized enterprise financing and stabilizingthe company management. But, in the process of development in the Voting Trust, it appearedto be abused. In the middle of its development, the market appeared many enterprises usingthe advantage of the voting trust which can focus on the voting rights to implement tradesmonopoly. In the later development of economic, the United States formulated Series of lawsand regulations to strictly protect legitimate exercise of the voting rights of the Voting Trustand limited to abuse the Voting Trust. Thus the Voting Trust has a long-term development,and it brings Huge profits for the United States’ economic. Now it has been imported to manycountries including the civil law countries, and more and more countries began to realize theadvantages of the Voting Trust, and constantly revised and improved.Nowadays, China hasn’t imported the Voting Trust and just simply formulates the voting proxy in the law of cooperation, which is a progress in the legislation of our country and laysa foundation for our country to import the Voting Trust. In reality, the appearance of QingDao beer shareholding modification events and its’ high requirement for stork reflects thatChina need to establish voting trust. This article attempts by analyzing the Voting Trust of thedevelopment course in the United States to research the superior functionality and systemvalue of the Voting Trust, and then illustrate the institutional structure of the Voting Trust.Then, this article continually studies the Voting Trust and tries to put forward the necessityand possibility of the Voting Trust establishing in our country, and then comes up with somespecific recommendations to establish our Voting Trust. And then it puts forward opinion andtries to promote the establishment, development and improvement of Voting Trust system inour country.The article divides into four chapters to explain the Voting Trust. Chapter one to chapterthree explain the meaning, content, value and development of the Voting Trust. Chapter fourgives specific recommendations to establish our Voting Trust. The article uses comprehensiveanalysis, value analysis and comparison analysis, which makes the thesis more perfect.Chapter one, the article analyzes the scholars who come from foreign how explain thedefinition and interpretation of the Voting Trust, and analyzes the reasonable and desirable ofvoting trust,thus it also explains the definition of the voting trust of China’s current stage of scholars. At the same time, it also commits to explaining the nature and characteristics of theVoting Trust, and thus tries to give more in-depth comprehension for the Voting Trust. Afterthat, it compares the Voting Trust with the Voting proxy and the Voting Rights BindingAgreement and the Cumulative Voting System by using comparison analysis, which reflectsthe unique advantages of the Voting Trust. The article explains the freedom value andefficiency value of the Voting Trust by using value analysis. Finally, it explains thedeficiencies of the Voting Trust, so people can further understand the Voting Trust.Chapter two, it mainly explains that the voting trust is how to develop in The UnitedStates, Japan and other countries and regions in the word. Through the article we can see thatits’ development process is not very smooth but is full of twists and turns and it willconstantly move forward, constantly be revised and improved. Now, the Voting Trust hasbeen mature in the United States, but it has not imported to China. In fact, the case of QingDao beer shareholding modification in our country reflects the demand to build our votingtrust, which is the demand of voting trust and market. Taiwan had established this system,which reflects that the introduction of voting trust is the general trend.Chapter three, it mainly analyzes the voting trust’ structure. By illustrating thequalifications, powers and obligations of the depositing stockholders, the voting trustcertificate holders and the trustees. In the study of the Voting Trust objects, it especially pays attention to elaborate the controversy about the object of voting trust law relation, whichnamed ‘the owner ship of share say’ and ‘voting right say’, and finally it obtains that theVoting Trust objects is the owner ship of share but not the voting right.Through the front of the article explained, chapter four comes to the conclusions of thearticle writing, the Voting Trust established in our country is necessary and also possible, andthen it comes up with some specific recommendations to establish our Voting Trust. Thearticle first proposed to improve the legal system of the Voting Trust, and provided legalprotection for the establishment of the Voting Trust system; it also proposed to strengthen thesystematic perfection on the industry regulator, which intents to build regulatory security byperfecting trust industry and setting up the information disclosure system. Finally it putforward some specific recommendations to establish our Voting Trust.
Keywords/Search Tags:voting rights of the shareholders, Trust, Voting trust Corporate Control, Interests of small and medium shareholders
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