A Study On The Legal System Of Voting Trust

Voting right is a device,which shareholders control their companies.The advantages to enrich the way of voting right can promote democracy among shareholders and raise the standard of corporate governance.Nowadays,our voting styles is single,and exist styles have many defects.Voting trust brings the flexibility of trust into the way of voting.It creates a new path for voting. In view of the fact that voting trust can solve many problems of company governance,it is necessary for our law to create the system of voting trust.Part one introduce the fundamental theory of voting trust. First the essence of voting trust is that the voting right is arranged by the system of trust. Secondly,their are still many debates about the object of voting trust.By discussing, voting right is valuable and it won’t arise huge agency cost.So we can achieve the conclusion that the object of voting trust is the voting right which is stripped out from stock right.Thirdly, by comparing with other systems,voting trust have many advantages,such as strong stability, low expense,flexibility and so on.Part two introduce the development of voting trust in the foreign country.Voting trust derive from American. In American,it experiences a process from affirm to denial and affirm again. In Japan,their are many case of voting trust. But many scholars think voting right is of no valuable. So they regard voting trust as stock trust. In Taiwan area, their are rules of voting trust in Enterprise merger and acquisition law. But scholars think the scope of application is still narrow.Part three analyses the necessity and feasibility of voting trust in China’s mainland. Nowadays,the governance structure of company in our state is still low. Such as, the monopoly of big shareholders,loss of right of small shareholders,the inefficiency of state-owned stock right.the problems restrict the development of company. Voting trust can provide new idea.Corporate contract theory hold the opinion that stakeholders can choose available governance system. Voting trust is the result of negotiation of stakeholders. Their are still room for voting trust in the law by explanation. And their many case in the commercial practice.it accumulates experience for voting trust in our country.Part four concern the structure of voting trust in our country.Standing on two layers including trust law and company law,the system of voting trust include establishment,clauses,voting trust certificate,and the power of parties.