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Research On Shareholders' Voting Agreement

Posted on:2020-06-04Degree:MasterType:Thesis
Country:ChinaCandidate:F WangFull Text:PDF
GTID:2416330572494518Subject:legal
Abstract/Summary:PDF Full Text Request
The shareholders' voting agreement is actually a kind of shareholders' agreement.Traditionally,shareholders' agreement does not belong to the internal organizational rules of the company.The effectiveness of arrangements for voting rights binding on shareholders' rights and obligations is often denied.However,by facing up to the compatibility and fiction of corporate relations,voting agreement has a proper effect on the management decision-making and the relationship between shareholders,and should be given a certain living space.Voting agreement is an important means to change the timely validity of the company's legal provisions and articles of association,to create flexible and diversified internal rules,to help the formation of contractual company,and to realize the rational allocation of corporate control rights.The full text is mainly divided into three parts,including introduction,text and conclusion.The following is a brief introduction to the main contents and main threads of the body part.The first part is the reasons for the problems of voting agreement,mainly including the connotation of shareholders' voting agreement,legal basis and practical considerations.It is not just a single introduction of its concept,but a split voting rights and shareholder agreement to dig deep into the value and nature behind the concept.It is clear that the voting agreement is an agreement between all shareholders or some shareholders on specific matters of the exercise of voting rights.This article excludes the discussion of the third party subjects outside shareholders.In addition,the theory of separation of powers and functions,the theory of company contract,the theory of autonomy of private law and the theory of cost-effectiveness pave the theoretical basis for the validity of voting agreement.It can be said that the practical significance of the voting agreement itself is the reason why it has been widely used,and the contradiction between the lack of the current legal provisions and the current situation of practice enlightens us to further study this system.The second part is the foundation construction,from the establishment conditions,the effective standards and the effective boundary,a comprehensive analysis of the system.Although the subject of voting agreement is limited to the shareholders of the company,it is still necessary to further clarify whether the company,interested shareholders,non-voting shareholders,mutual-shareholding companies,shareholders of pledged shares can participate in the conclusion of the agreement under specific circumstances.The trend of objectification of voting rights has led to the gradual recognition of voting agreements,but the specific criteria for entry into force must not violate the mandatory provisions of the law and the public interest.In addition,contrary to the mandatory norms,special methods of selective treatment are adopted in cases of violation of the arbitrary provisions of the Company Law.To explore the internal and external validity of voting agreement,the first thing is to make clear its validity boundary,that is,it can not violate the statutory corporate governance structure,which is based on the bottom line requirements of the company law.The third part is the validity of the agreement conflict,mainly divided into two levels,that is,with the articles of association and with the company's resolution of the conflict.In fact,as the three major tools of corporate autonomy,in general,the three are effective in their respective fields,but inevitably there are overlapping or even conflict of local categories.Starting from the analysis of their connotations and nature,this paper further analyzes the correlation and differences between them,in order to explore the fundamental purpose of their operation in the entity of the company.Then it makes a comprehensive analysis of the composition of the participants,the order of establishment,and the existence of defects in effectiveness,tries to distinguish the situation from resolving the conflict of validity between the voting agreement and the articles of association or company resolutions.The fourth part is the relief way of the agreement.Different from the usual introduction and comparison of the remedies for damages and actual performance,the first part of this part is to distinguish the remedies for damages,that is,the damages of the agreement include torts,contracting negligence and breach of contract.And the way of dispute resolution can be roughly divided into non litigation solution and litigation settlement.The former is a common channel for negotiation,arbitration or the withdrawal of the disputed party by a jointly determined third party.In the part of litigation settlement of disputes,through the introduction of the procedure of preservation of false disposition,the author puts forward the feasibility of applying the act preservation system in the voting agreement,but the groping establishment is generally cautious.Furthermore,it introduces the respective application and relationship between compensation for damages and actual performance,and holds that the two relations are selective rather than exclusive and sequential.
Keywords/Search Tags:voting power, voting agreement, control power, validity conflict
PDF Full Text Request
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