Legal Research On Voting Trust

For modern corporate governance,perfecting the corporate control design framework to fully exercise and utilize shareholder rights is an important issue.The most important means to obtain corporate control is to exercise voting rights.In the history of the development of commercial law,many voting rights exercise systems have emerged to cope with corporate governance and maintain control.The dissertation mainly studies voting trust system.The trust system originated in the 13 th century in the United Kingdom,while the voting trust originated in the United States,which is also a common law jurisdiction.Its primary value when it was originally produced was to obtain control of individual companies and even upstream and downstream enterprises in the industrial chain through trusts.Voting trust system has experienced hundreds of years of history in common law jurisdiction.It has obtained sufficient development and a large number of cases were born.But in civil law jurisdiction the voting trust does not seem to receive much attention.Whether it is the traditional civil law countries such as Germany or Japan,or the emerging South Korea and the Taiwan region of China,academic research on voting trust has long exceeded innovation in practice.Voting trust,as a part of the capital market,can play a role in improving the efficiency of social capital operations both at the macro and micro level.Therefore,it have both the value to be studied and the need to be promoted.In addition to the introduction and conclusion,this dissertation consists of four chapters:The first chapter gives an overview of the voting trust system,which mainly includes the origin of the voting trust,the concept and characteristics of the voting trust.This part focuses on the changes in the main functions of voting trusts in history.The initial voting trust system was applied to the monopolistic behavior of trusts and gradually became legalized.The attitude of the society to the voting trust system also gradually evolved from its initial rejection to an open and endorsed attitude toward it.In addition,this chapter also clarifies the concept of voting trust and analyzes the concept of voting trust from both the subject and object levels.This chapter also analyzes the appearance characteristics of voting trust.On the one hand,it is irrevocable.A revocable voting trust would not violate the principle of parties' autonomy,but would be in inconformity with other underlying principles.On the other hand,voting trusts also have a time limit,which is conducive to stabilizing legal relationships under the trusts.The most obvious feature of a voting trust is that the trustee is allowed to exercisethe voting rights of the company independently.The second chapter explores the theoretical basis of the voting trust system and combines with the actual use of the voting trust to find the theoretical basis for the regulating the voting trust.The use of voting trust system and company law and other laws and regulations are combined to explore the legal basis for the supervision of voting trust system by laws and regulations.This chapter mainly includes the use of voting trust system in the theory of small and medium shareholder protection,balance of interests theory and financial supervision theory.The third chapter analyzes the potential drawbacks of the voting trust in practice.For the market,voting trust can be used for monopolies.In particular,if the use of voting trust by state-owned enterprises is inappropriate,the malicious monopoly market will eventually lead to market retaliation.The separation of voting rights from the rights of shareholders may also affect the efficiency of the capital market.In addition,the supervisory authority must pay attention to the behavior of a small number of people using the voting rights to sell and transfer state-owned assets.In terms of internal governance of the company,voting trust is also misapplied by minority medium shareholders to cause loss or damage to the company,there air also secret voting rights,etc.,which can easily cause internal friction in the company.The supervisory authority is encouraged to investigate and correct such wrongful and inlegal acts should be promptly corrected and investigated.At the level of the trust contract,whether the theoretical boundaries of the trustee's rights are breached or whether there is a conflict of interest between the trust certificate holders,the voting trust is characterized by its strong subjective operability and small risk control capability.The fourth chapter puts forward suggestions to improve the practice of voting trust system in our country.Through the deconstruction of the aforesaid problems,the introduction of voting trust system in China is actually feasible.It is necessary to perfect a set of voting trust system that adapts to the socialist economy with Chinese characteristics and adapts to China's regulatory ideas.On the one hand,it must put forward requirements for the work of administrative agencies,including improving the scope of supervision,clarifying the direction of supervision,and establishing a party's relief system;On the other hand,it is necessary to further improve the rugulation on trust participants' identities and draft better contractual terms of the voting trust,so as to promote the voting trust system to take root and even flourish in our country.