Case Study Of The Power Of Voting Rights Of Tianvo Technology From The Perspective Of Corporate Governance

In the securities market,the change of control of listed companies is not uncommon,and the way of realizing the change of control is very diversified.Voting rights,as an important index to determine the degree of shareholders' control over the company,have become a new tool for the transfer of control of listed companies because they can be separated from the rights of the shares.The so-called voting rights entrustment is to entrust the voting rights in the shares to the other party to exercise,is an extension of the proxy voting system.However,unlike proxy voting,such voting rights entrustment gives the trustee the right to exercise the right of voting rights in accordance with its own will,usually for a longer or indefinite period of time,while the trustee may become the actual controller of the listed company after the fidal voting rights.This paper studies the case of tianvo science and technology voting rights entrustment and analyzes the impact of the voting rights entrustment on corporate governance.First of all,it is found that the voting power entrustment will inevitably bring about the change of the company's equity structure,the influence of this change on the company needs to be evaluated in combination with the company's own development needs.Because of the flexibility of the entrusting agent,the voting power can play a certain role of structural adjustment and checks and balances,and can effectively ensure the balance of shareholders' rights and interests in the operation of the company.However,if a temporary,short-term voting rights entrustment agreement is signed,this adjustment and checks and balances will be greatly weakened,and may even lead to unreasonable equity structure,causing new and more serious problems.Secondly,as a tool to reconfigure control,the voting rights entrustment will inevitably lead to a change in the company's original internal governance structure,and the new controlling shareholder of the company will readjust the composition and checks and balances of the board of directors,supervisory board and management.Effective internal checks and balances require clear and mutually constrained and mutually supervised internal checks and balances at the management level,and changes in management personnel should be moderate.In addition,the right to vote is also a kind of principal-agent relationship,which will inevitably produce agency problems.The permanent entrustment and irrevocable clause in the voting rights entrustment agreement limit the means by which the principal can effectively supervise the decision-making of the trustee's behavior after the signing of the agreement,so it is difficult to control the emergence of moral risk,and there is also the problem of representation between the trustee of the voting rights and the management of the company and the small and medium-sized shareholders.Finally,the provision sbinding the right to dispose of authorized shares is set up in the voting rights entrustment agreement,which will affect the circulation of authorized shares and weaken the binding effect of the control market mechanism on the management of the company.It can be seen that the impact of voting rights entrustment on corporate governance has a great relationship with the specific arrangement of voting rights entrustment and the internal environment of the company,and it is necessary to combine the two to determine whether the voting power will have a negative impact on corporate governance.At the same time,in the case of this paper,the entrusting party is a natural person and the trustee is a state-owned enterprise,so after the voting rights entrustment,it inevitably involves the impact of the decision-making of natural persons to the decision-making of state-owned capital on the operation and management of the company.At the same time,the trustee qualification is also the agent entrusted to the voting rights,transfer control,so this paper explores the impact of the trustee's qualification on the company's operation.However,the root cause of this effect lies with the trustee itself,but the importance of making a reasonable choice of the trustee is also evident.Combined with the analysis of cases,this paper concludes that the voting rights entrustment mainly exists in the corporate governance level of equity concentration,supervision difficulties and the failure of external takeover mechanism,the root of which lies in the unreasonable agreement terms and the lack of the client's weak supervision consciousness and supervision mode.In this regard,this paper from three aspects to enlighten how to solve these problems,play the positive role of voting rights entrustment.First of all,starting with optimizing the terms of the agreement,set the voting rights entrustment period and increase the sunset clause,to maintain its flexibility in structural adjustment and the circulation of shares.The second is to strengthen the supervision mechanism,emphasize the principle of balance of powers and responsibilities,increase the supervision consciousness of the entrusting party,clarify the commitment of the trustee,and add compensatory provisions.Finally,the trustee qualification is also one of the important factors,it is necessary for the entrusting party to choose the object of entrustment carefully,and suggest that the choice of trustee is limited to the shareholders or creditors of the principal company and other stakeholders.The study of this paper draws three conclusions:(1)The most direct influence of voting rights entrustment on corporate governance is reflected in the equity structure,resulting in changes in equity concentration,equity checks and balances and the nature of shares,and the various restrictionclauses in voting rights entrustment determine whether the voting rights entrustment will further produce other chain reactions.(2)The root of the problem in the voting rights entrustment lies in the unreasonable setting of the terms of the agreement,as well as the weak sense of supervision of the principal and the lack of supervision mode,which can be solved by optimizing the terms of the agreement and strengthening the supervision mechanism,while restricting the qualification of the trustee is also a feasible way to control the risk in advance.(3)The general use of unconventional control transfer tools reflects the possible problems in the operation and management of the company.Enterprises need to pay attention to day-to-day management and management,do a good job of risk control,rather than playing tricks on the rules.Finally,this paper puts forward suggestions from the two aspects of legal system and market supervision,one is to improve the scope of application and effectiveness of voting rights entrustment,and the other is to strengthen market supervision and pay attention to the demands of enterprises.