Research On The Voting Right System Of Structural Asset Management Plan In The Acquisition Of Listed Companies

Structural asset management plan plays a role of leveraged financing in the acquisition of listed companies.However,there are many difficulties in exercising the voting rights of the shares purchased by the structural asset management plan,so that the acquirer cannot successfully enter the target company.From the practice of leveraged buyout of listed companies and China’s existing legal system,we can find that the voting right of structural asset management plan in company acquisition is unknown,which makes it impossible to confirm its exercising subject;Incomplete information disclosure affects the exercise of voting rights during the acquisition;When exercising rights,it is easy to cause conflicts of interest to internal subjects and violate the relevant provisions of the asset management plan;When the voting right cannot be exercised,there is a lack of timely relief,which affects the acquisition opportunity.The defects of these voting rights system lead to the great reduction of acquisition effectiveness,which needs to be improved.The ownership of the voting rights of the structured asset management plan in the acquisition of the company can be divided into two types: under normal circumstances and under agreed circumstances.Generally,it belongs to the structured asset management plan itself.According to its agreement,in order to promote China’s industry integration and encourage enterprises to become stronger and bigger,it is appropriate to protect the demands of the inferior beneficiaries for the voting rights,but the information disclosure system should be refined and the exercise of the voting rights should be standardized according to the penetrating regulatory requirements,Maintain the balance of interests of internal subjects.Considering the efficiency of company acquisition,we should improve the way of pre litigation relief of voting rights in structural asset management plan.The main body of the paper consists of four parts: the first part mainly introduces the concept of structural asset management plan and its voting right,as well as the subject,object and exercise content of the voting right of structural asset management plan.The second part introduces the current situation of voting rights in China’s structural asset management plan.At present,there are few legislation on the voting rights of structural asset management plans,and the level of legal effect is low;The maturity of the capital market is not high,resulting in little practical experience in the exercise of voting rights.The third part starts from the problems existing in the dispute between Bao Neng and Wan Ke,and systematically analyzes the difficulties faced by the voting right of China’s structural asset management plan,such as unclear ownership,incomplete information disclosure,internal subject interest conflict,lack of relief and so on.The fourth part puts forward some suggestions to improve the voting right system of China’s structural asset management plan.