Legal Research On Indirect Shareholding Of Listed Companies By Means Of Voting Trust

The institutional arrangement of voting rights has been popular in the capital market for a long time.As a unique creation with Chinese characteristics,it can realize the advantages of avoiding the restrictions on sales,realizing the separation of equity interests,reconfiguring company risks,and achieve shareholder autonomy.China has played a role that cannot be ignored,but China's voting trust is not a “trust”in the traditional sense and legal sense,but an intention to transfer.Under this circumstance,the author fully demonstrates its various types,reveals the veil of voting trust,and proposes feasible suggestions on how to govern the negative effects of voting rights transfer.According to the "Administrative Measures for the Acquisition of Listed Companies",the voting agreement refers to an agreement between investors to exercise voting rights which refers to expand the voting rights of listed companies that they can control.As broadly known,the voting agreement belongs to the right binding agreements.In practice,there is an ambiguous boundary between the voting agreement and the voting entrustment.The parties to the voting agreement could independently create and restrict to the content of the agreement.The parties have the right to vote by themselves or entrust others to vote for them.The voting agreement is essentially different from the voting entrustment,but the two institution can simultaneously be applied.Here are the constituent elements of the voting agreement.The establishment of a voting agreement shall be governed by the rules for the offer and acceptance theory.In accordance with the draft for comments issued by the regulatory authorities,thecontent of the voting agreement shall have a term clause.Listed companies and non-listed public companies are required to meet the strict information disclosure obligations for the establishment and dissolution of their voting agreements between their shareholders.It makes the voting agreement have strong external effects.The external effect is as follows: First,if one party to the voting agreement transfers all or part of its shareholding to a third party outside the agreement,the transferee will completely replace the original shareholder's position in the agreement and should be bound by the agreement.Except as otherwise agreed in the agreement.Secondly,the parties to the agreement may agree that the exercise of the voting rights of the contracting parties shall be consistent with the shareholders outside the agreement to ensure a certain interest added to the party outside the agreement,which is the external radiation of the effectiveness of the voting agreement.The full text is divided into four parts:The first chapter is the empirical research and type analysis of voting trust.It selects the cases disclosed by the exchange in 2018 for analysis,and demonstrates the Chinese context of voting trust and its special use in the capital market.The second chapter firstly analyzes the dilemma caused by China's voting trust from the perspective of legal function: the separation of cash flow rights and control rights,and secondly,from the analysis of contract law,then analyzes the object nature of voting rights from the perspective of company law and enumerates extraterritorial regulations.The third chapter exposes the risk and benefit balance mechanism of voting rights entrustment.Then the fourth chapter puts forward feasible suggestions on the problems of voting trust.