Research On The Legal Issues Of Employee Stock Ownership Trust In Listing Corporation

Listed companies ESOPs can establish and improve the benefit-sharing mechanisms with workers and the owners, enhance the company’s cohesion and competitiveness, improve the corporate governance structure, to achieve the optimal allocation of social funds through the capital market. Pilot is currently in its infancy, there is still a controversial about ESOP management mode selection. To ensure that the ESOP plays its due role in the listed company, we should propose effective employee-owned management. In view of this, based on the analysis of the listed companies employee stock ownership characteristics, existing problems, the need of ESOP operation and the principle of trust system,the paper proposes trust model is the effective operation of management for China’s listed companies ESOP. Combined with problems and obstacles in the cases of the existing ESOP, the paper puts forward ESOT should build a system. This paper is divided into three parts.The first part is an overview and analysis of the current situation of ESOP. Firstly, the paper introduces the concept of ESOP, cards ESOP Changes in local history from the perspective of development. As a special form of company organization, its Listed company’s has a different characteristics from limited liability companies and unlisted companies. Analyzing the four current existing Employee Stock Ownership,it leads that trust model is an alternative management model, which can give full play to the role of ESOP.The second part describes Equity Trust may be a good fit for the needs of listed companies ESOP system design. Firstly,the paper introduces the Shares Trust, Equity Trust is a special kind of trust design. ESOP operation needs the trustee to help employees to obtain ownership of the listing Corporation in the future work and professional management, centralized and long-term exercise of employee equity. The trust model can effectively solve the problem of financing channels and the legal obstacles of shareholders and stock ownership. And the concept of separation of ownership and beneficiary, the independence of trust property can mask risk. Involvement of the Trustee is conducive to optimizing the corporate governance structure. Trust contract can resolve complex issues of changing procedures.Combined with the practice of listed company ESOP,the third part finds problems and obstacles of ESOT and builds a proper trust system. Negative Trust currently exists in practice; civil trust is not conducive to the effective management of ESOP, employee rights is lack of protection; exit mechanism is imperfect. These issues are summarized and analyzed to provide a theoretical basis for the construction of the following trust system. Firstly, negative trust should be prohibited.Secondly,determine the subject and object of a listed company ESOP trust.Thirdly,clear employee rights as trustor and the beneficiary.Besides,strengthen trust fiduciary duties as trustee.Last but not list, improve the ESOT exit mechanism.