Legal Study On Shareholders Voting Trust

Voting trust is a legal system and legal means which used in the field of exercising voting rights by shareholders. Its clever use the Trust re-integration to solve the voting rights of shareholders, to influence control over the structure and shareholders change the balance of power. Separation of voting rights and the beneficiary of the trust is an essential feature of the right to vote, voting trust by the trustee for centralized control of the company, in order to achieve influence or control of the company management and the purpose of decision-making. Meanwhile, the irrevocable nature and duration of the also one of its features.Voting Trust System was introduced to China has its necessity and feasibility. In theory, monopoly abuse by said questioning of the system and other doctrines be introduced and assessment, indicating that these views are not sufficient to the need for the introduction of the system of denial. From a practical situation, compared to Europe and other countries in the development of China’s Voting Trust also has many deficiencies, especially minority shareholders lack of perfect protection mechanism, at the same time, instability of corporate control, corporate finance and other difficulties question, have highlighted the need for the introduction of this system. With the continuous development of China’s market economy as well as the trust industry, decentralized ownership structure in practice already abound, the country also has some examples about voting trust is conducive to the institutionalization of the voting trust.After confirming that the introduction of this system, to build a sound prior to a specific system, the historical development of the system should be in-depth comparison, review and study. Voting Trust originated in the United States and in the United States experienced a rise, was denied and rehabilitation in three stages, the US capital market awareness and use of voting trust also with this in three stages and gradually deepening. In civil law countries, the Roman property rights concepts, the introduction of voting trust holding a very cautious approach, such as the scope of rights in Germany, Japan and China’s Taiwan region, through laws or regulations, to trust, forms and deadlines were strictly limited, as US legislation Modes, Lodestar, Germany and Japan and other countries concerning the legal basis of the system, and the specific rule respects worth our reference.Through the concept of the definition of the shareholder voting rights system, the legislative basis for the analysis and comparative study of voting trust system are some problems in the legislative model, the legislative purpose, the basic principles, specific rules, risk regulation and convergence with other systems and should therefore be specific Construction of several major aspects from the voting trust system. First, China should adopt an integrated model legislation, in "Company Law" and other relevant laws to regulate it. Second, the legislative purpose, and should focus on the protection of minority shareholders’ interests, promote the company’s financing. Meanwhile, the trust should be the end justifies the principle of publicity, and the principle of proportionality as a short-term trust through the principle is always the voting trust. Third, in particular to build on, not only should pay attention to the establishment of specific rules, but it should also improve risk regulation mechanism of this system, as well as its integration with related systems.