Study On Issues Of The Conflict And Balance Of Interests In Voting Trust

Voting trust is an application of trust in the field of voting, which has a long history in trust. It can play an important role in protecting the rights and interests of minority shareholders, maintaining company management continuously, helping the company to finance, promoting the public interests and so on. The development of voting trust is quite mature and standardize abroad, but voting trust is still in the blank of legislation in our country. Even though, there has been an applied case in China in 2002. In order to promote the development of voting trust in China, this dissertation analyzes the conflict in the voting trust from the perspective of interests balance, and discusses the legal regulation of voting trust in China to achieve the balance of internal and external interests.This dissertation includes three chapters:Chapter one is the summary of voting trust. This chapter is divided into three sections. The first part discusses the signification and the legal characteristic of the voting trust. This dissertation point out that the trustee of voting trust holds the right to vote which need the shares as the carrier, laying the foundation for system construction below. The second part analyses the institutional advantage of voting trust by comparing with the proxy, proxy solicitation and voting pooling agreement. The third part introduces the function of voting trust through examples and hypothesis.Chapter two is to illustrate the external and internal conflict of interests in voting trust. On the internal conflict of interests, the first part of this chapter discusses two aspects of the conflict of interests between voting trust certificate holders and trustees: first, trustees abuse rights to damage the interests of the voting trust certificate holders. Second, voting trust certificate holders may fall into the dilemma in remedying. Next, this dissertation analyses the conflict of interests among the voting trust certificate holders. On the external conflict of interests, there is the conflict between voting trust itself and other shareholders, company and society primarily.Chapter three is to illustrate the voting trust’s balance of the conflict of interests in China. On the internal relationship, we can balance interests by limiting the trustees’ qualification and rights and expanding the voting trust certificate holders’ rights. For example, we can expand the voting trust certificate holders’ rights by acknowledging their temporary shareholder status when special matters occur, defining beneficiaries’ rights of consent and instruction at voting trust certificate holders meeting, defining the condition of dismissing trustees. On external relationship, the voting trust itself is the joint of some shareholders in the company, so it may cause rejection to other shareholders, even damage the interests of the company and public. So the other shareholders should have the right to join the voting trust. We should clear the voting trust duration and pay more attention to the construction of institution about certificate currency, public registration and information disclosure to minimize the negative impacts of voting trust.