The Binding Effect Of The Cooperative Action Agreement Of Voting Rights

With the economic globalization and the growing development of the capital market,the number of company shareholders is increasing,and the degree of dispersion is becoming higher and higher,gradually reflecting the trend of the company's increasing separation of ownership and management rights.The division of power between the two major corporate governance bodies,the shareholders' meeting and the board of directors,is becoming increasingly apparent,and the identities of the shareholders and the company's management personnel are also getting rid of the overlapping state and becoming increasingly separated.Not only that,for corporate governance,it has gradually moved from board-centralism to board-centeredism and even managerialism.The decentralization of shareholder rights does not cause shareholders to completely break away from the company's governance,they participate in the company's decision-making operations by participating in the shareholders' meeting to reduce agency costs.In the context of the separation of the two powers,the behavior of shareholders competing for control in order to protect their own interests is also becoming more common in the course of company development.The ability to obtain control directly affects the shareholder's voice in the process of corporate governance,and continuously reflects the will of shareholders in the company's development strategy and governance structure,which ultimately has a substantial impact on shareholders' vital interests.In order to gain control of the company,the company's shareholders and stakeholders have created various governance structures and institutional models during the game.Voting rights play an important role in the process of shareholders fighting for control rights.Various forms of voting rights agents,voting rights collection,and concerted action agreements continue to appear in people's eyes.Among them,the cooperative action agreement of voting rights play an important role in fighting for control of the company and protect the interests of shareholders has an important role in breaking the company's deadlock and promoting company mergers and acquisitions.Compared with voting rights collection,voting rights proxy,and voting rights trust,the cooperative action agreement of voting rights has the characteristics of flexibility,simplicity,and wide applicability.Whether the right to vote can be used as an object of agreement has also undergone a long development process in the legislation and practice of countries outside the region,and it generally shows a trend from negative to positive.In order to gain control of the company,it is very common for shareholders to exercise voting rights by agreement.In our country,whether it is a listed company or a non-listed company,there are many agreements that use the cooperative action agreement of voting rights to act in concert,but there are no clear regulations in the legislation,and there are many different opinions in the theoretical community.At present,there are not too many discussions on the cooperative action agreement of voting rights in concert,and most of the discussions are reflected in the master's degree thesis.Through the study of some scholars' thesis works,most of the discussion mainly focused on concepts,system comparison,breach of contract relief,and extraterritorial development experience.Some scholars also mentioned the conflict between the effectiveness of agreements and resolutions,but few in-depth arguments regarding the conflict between the organization law and the contract law and the application of the laws.Therefore,this article attempts to systematically analyze the concept and functional value of the voting rights concerted action agreement,compare its evolution at home and abroad,and focus on the analysis of its binding effectiveness and legal responsibility based on the dual nature of the agreement,the application of the contract law and the organizational law.And remedies for breach of contract,etc.,with a view to provide some ideas and suggestions for the application of the unanimous voting right agreement in practice on the basis of systematic analysis.?.Overview of the cooperative action agreement of voting rights: representation inspection,question reflection and clear attributesThe first part is an overview of the cooperative action agreement of voting rights.This part includes several parts,such as the characterization inspection of the voting rights concerted action agreement,the status quo and problems,and the analysis and clarification of dual attributes.First of all,the definition of representation belongs to the basic content,which provides the basic premise for the in-depth discussion of the following questions.Secondly,the author investigates in the current situation in China's practice and reflect on the existing problems.Finally,the question leads to the consideration of the dual attributes of the cooperative action agreement of voting rights in concert,and the importance of dual attributes is clearly considered on the basis of contractual and organizational structure.?.The extraterritorial development of the cooperative action agreement of voting rights: form and contentThe second part is the introduction and analysis of the cooperative action agreement of voting rights in disputes.Through the introduction of legislation and some cases concerning the agreement on voting rights in the United States,Germany,and Taiwan,the author relatively fully understands the nature and specific legal regulations of the cooperative action agreement of voting rights in major countries and regions.At the same time,in the process of introducing the historical development of the cooperative action agreement of voting rights abroad,the author can not only conduct a systematic study of specific countries and regions,but also obtain enlightenment that can help improve the construction of China's system.?.Binding effect of the cooperative action agreement of voting rights: a review under Chinese lawThe third part is the core part of this article.It carries out a generalized analysis of the cooperative action agreement of voting rights,mainly from the following three aspects.First,according to several basic principles in the contract law and the organizational law,the author explains the voting rights concerted action,the principles to be considered in determining the validity of the agreement.Second,on the basis of combining the dual attributes of the agreement,the author discusses the subject,content,form,etc.,and demonstrates the key issues that affect the constraints.Third,the author explains the distinctions among the binding force of the cooperative action agreement of voting rights.The binding force of the agreements can be divided into three types: general contract level;company charter level;listed company level.The author analyzes them one by one according to their respective characteristics.?.Legal regulations and remedies of the cooperative action agreement of voting rights: paths and reflectionsThe fourth part focuses on demonstrating the legal responsibility and protection of the cooperative action agreement of voting rights in China,which involves the collision of the Organic Law and the Contract Law,and attempts to put forward some practical opinions.Specifically,based on the foregoing,this part will conduct a type analysis of three different types of agreements and propose legal regulations.At the same time,the issue of judicial relief in the agreement is discussed,and the relief method is discussed from the perspective of the organizational law and the contract law.