| With the accelerating of velocity of circulation of capital markets, highlydispersed shareholding makes the majority of small shareholders difficult to form aneffective "voice". Right of control of the modern company concentrated more andmore in the hands of major shareholders, which causing the resources be control bythe individuals or groups through decision-making mechanism and then resulting inunfair distribution.As the upgrade of conflict between the interests of minority shareholders andmajor shareholders, and the growth of awareness of right protection of smallshareholders to participate in company management, they desperately need to findsome way in order to change such a passive position radically. As voting trust, thesystem which separates the right to earnings and the management control of thecompany, has the delicate relationship between the control right of the company,which become powerful weapon to against the big shareholders and restrict themanagement.In this paper, in order to protect the interests of minority shareholders as thebreakthrough point, we will make a detailed analysis of the right in voting trustsystem in the process of the establishment and the exercise this of this power, andanalyze the legislative selection of China in the procedure of introducing the systemof voting trust. This paper is divided into four chapters: The first chapter mainly introduces the tortuous development process of thesystem of voting trust, which focuses on the value and superiority of such a systemwhich protect the interests of small shareholders. Then we discussed the feasibility ofvoting trust system on the right to the protection of minority shareholders, whichincludes cost control, concentration of right and the right meets the need of principleof one share-one vote.The second chapter mainly describes the way to protect the interests of minorityshareholders with the system of voting trust in the process of establishment, especiallythe requirement of the object of the trust, and the feasibility of the separation of votingtrust, in order to eliminate the risk of the shareholders at the time of the transfer of allproperty rights. Second is the discussion of requirement of subject qualification,purpose and conditions of contract. Besides that we also pay attention on the improperconduct such the black-box operation, and either the general public or theshareholders of the company are required trustees to undertake the obligation ofdisclosure to guarantee the security of transactions.The third chapter tries to find the way to protect the interests of minorityshareholders with the system of voting trust in the process of exercise. With thecontinuous development market economy and improvement of system construction,the use range of voting trust is more and more widely, and now also has beenflexibility applied to various areas of the establishment, reorganization and mergersand acquisitions of corporation. These decisions which have been taken by themanagement for the purpose of development seems beneficial to the company, but inpractice, there is exist the situation more or less that the big shareholders wouldexpense of the interests of minority shareholders in exchange for their personalbenefit. So how to identify the authenticity of rights and how to plug the loopholes ofthe system become a point in this chapter, and thus lead to the necessary and theconception of the establishment of the system. |
