The Research On Shareholders' Voting Rights Entrustment Agreement Of Listed Companies

In recent years,the common way of changing the control power of listed companies in China's securities market,in addition to the traditional way of trading company shares by acquisition,etc.,the way of transferring company's control power through the model of voting rights entrustment has also become more and more favored by company shareholders and investors;However,due to the fact that current laws and regulatory provisions have not yet made an accurate definition and reasonable regulation of the agreement,the application of shareholders' voting rights entrustment agreement in practice is still full of confusion and chaos.In view of this,it is self-evidently important to study the character,validity and scope of the application of the shareholders' voting rights entrustment agreement of listed companies to regulate the legal change of control power of listed companies,guide the order of capital market circulation and build up the construction of a regulatory system.This article takes the shareholders' voting rights entrustment agreement of listed companies as the core research,and the context of the writing is divided into the following four parts:The first part expounds the special confusion of researching the entrustment agreement of shareholders' voting rights prevailing in the transactions of listed companies.On the one hand,this type of agreement is very different from the traditional voting entrustment agency system in company law.Whether the terms of the entrustment agreement agreed by the parties or the purpose of signing the entrustment agreement,no longer satisfy the core feature of an entrustment contract,that is,"processing affairs for the benefit of others";on the other hand,the reason why the shareholders of the listed company created the voting power delegation mode in transactions is to enable to transfer company's management rights,even company's control power to others in advance when they cannot or are unwilling to transfer their shares due to factors such as objective restrictions or subjective will.This behavior will inevitably have many negative effects on the real environment and market transactions.The second part theoretically and logically analyzes the legal nature of the shareholders' voting rights entrustment agreement.In the extension attribute,by comparing and analyzing the shareholders' voting right entrustment agreement with other related systems,the differences between the two are obtained,and the applicable boundary of the shareholders' voting right entrustment agreement is clarified.In connotation attribute,by starting from the essential characteristics of the shareholders' voting rights entrustment agreement,and analyzing the legal relationship and interest attribution between the relevant subjects,it can be determined that the shareholders' voting rights entrustment agreement of listed companies is a voting rights transfer agreement based on the separation of share equities.The third part is to specifically define the validity and scope of the shareholders' voting rights entrustment agreement.In order to define more comprehensively and thoroughly,this article looks at the application of the shareholders' voting rights entrustment agreement from the dual perspectives of contract law and company law.At the level of contract law,the entrustment of shareholders' voting rights in the securities market are in line with the relevant constituent elements of the false representation in the civil law.The validity of the agreement needs bases on the effectiveness of the subsequent transfer of voting rights.At the same time,the validity of the agreement does not mean that it can be enforced.The trustee can only claim liability for damages based on it;at the level of company law,by analyzing the legitimacy of the separation of share equities,and drawing on the legislative choices and ideas of other countries and regions,it can be concluded that the shareholders' voting power entrustment agreement of listed companies is only valid when,under the premise of laws and regulations,it is signed between shareholders,and the shareholders sign a transfer intent letter or contract of the shares that are corresponding to the voting rights in the voting power entrustment agreement at the same time or before and after.The fourth part discusses the normative approach applicable to the shareholders' voting rights entrustment agreement of listed companies.On the one hand,it is necessary to update the horizon of China's securities legal system and build a more inclusive regulatory system,so that the shareholders' voting rights entrustment agreement,which widely exists in capital market practice,is no longer a blank area for supervision;on the other hand,in addition to improving supervision,it is also necessary to strengthen the listed company's own purification capabilities and operating methods.The parties of shareholders' voting rights entrustment agreement are required to bear the fiduciary duty on controlling shareholders,to minimize the potential abuse of shareholders' voting rights caused by the agreement,and maintain the normal operation of listed companies and the legitimate interests of other shareholders.