Research On Entrustment Of Voting Rights Of Controlling Shareholders Of Listed Companies And Its Legal Regulation

Voting is an important way of shareholder participation and management of the company,Under the environment of tighter equity transfer of listed companies’ shareholders,all kinds of restricted stock and trade restrictions kept increasing,the securities market fast changing,trading is very difficult to have normal expectations,therefore,the controlling shareholders of listed companies use voting delegate to transfer control of listed companies to realization the goal of trading.But the voting rights for the controlling shareholders of listed companies is different from general small and medium shareholders’ voting rights,because the former connected to the listed company’s ownership and control,it’s plays an important role in the healthy development of listed companies.In practice,the delegation of voting right is not exactly the same as the general delegation,The application is in the vacuum of law.A series of particularity to entrustment of controlling shareholder’s voting rights of listed companies brought the huge challenge the law and the market.But delegation of voting rights is freedom of will for market subject.Therefore,in the case of the current laws and regulations blank,it is necessary to follow the market main body under the premise of autonomy,Suggestions to re-examine and regulate the entrusting of voting rights of controlling shareholders of listed companies from the perspective of making up the regulatory loopholes.The body of this paper is divided into four chapters.The first chapter has carried on the basic elaboration to the listed company controlling shareholder voting right entrustment.Firstly,elaborated the concept of voting entrustment by controlling shareholders of listed companies.Secondly,it points out that the theoretical basis for the existence of this kind of voting right entrustment is the separation of "ownership" and "control".Finally,based on the study of the terms of the voting power entrustment agreement of the controlling shareholders of Listed Companies in practice,this paper analyzes its characteristics and types.The second chapter mainly analyzes the legal nature of the entrustment of voting rights for the controlling shareholders of listed companies.First of all,from the angle of entrust both sides of the listed company’s controlling shareholder voting rights to entrust business logic,mainly explain the existence of voting delegate has certain practical significance.And compared voting delegation with similar concepts,it is concluded that,the legal nature of voting right entrustment of controlling shareholders of listed companies is actually an innovation of civil and commercial entrustment in practice.On the basis of clarifying the legal nature of entrustment of voting rights,the third chapter,analyzes the risks in entrustment of voting rights from three aspects: risk of unstable control of listed companies,principal agent risk and legal compliance risk.There are some situations in practice,such as "one power is granted more than one"," breach cancellation" and "disposition for breach of contract",which will inevitably lead to disputes over the control right of listed companies and affect the stability of the listed companies’ control right;When the trustee holds the control right of the listed company,under the temptation of "private control benefits",it is likely to cause moral hazard and damage the legitimate interests of the listed company and medium-small shareholders;From the perspective of entrustment agreement itself,the entrustment of voting rights for controlling shareholders of listed companies may avoid the identification of actual controller and supervision of concert acting person,which is likely to cause the legal compliance risk of the agreement.On the basis of the front three chapters and on the premise of fully respecting the autonomy of the will of market subjects,In view of the risks existing in the voting right entrustment for controlling shareholders of listed companies,this paper puts forward suggestions on legal regulation from three branches of law.In contract law,relevant suggestions are put forward to protect the interests of both parties.From the perspective of company law,it is necessary to ensure that "the right to vote and residual interest claim" are within a certain limit,so different types of voting rights entrustment should be regulated,and the entrustment proportion,the time of shareholders’ holding shares and the period of voting rights entrustment should be elaborated.From the perspective of securities law,the disclosure of voting rights information should be strengthened,and the terms of the agreement on the entrusted announcement of voting rights should be clarified.At the same time,it is the general trend that the two parties entrusted with voting rights should be included into the persons acting in concert,but the specific details should also be grasped,and the improvement of efficiency and consideration of fairness should be put in the first place.