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A Study on the System of Voting Trust

Author: LiuYing
Tutor: DongCuiXiang
School: Shandong University
Course: Legal
Keywords: small shareholders Voting trust Voting trust certificate
CLC: D922.28
Type: Master's thesis
Year: 2010
Downloads: 116
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Abstract

Shareholder’s voting right is one of the significant contents of shareholder’s right, Voting trust which originated from the United States is an effective system for protecting shareholder’s voting right. Compared with other voting system configurations voting trust has irreplaceable advantage. Based on the research about the conception of voting trust, historical evolution, advantages and rationality, structure and its deficiency in the system, the feasibility and transplantation into China may exist problems were analyzed, and puts forward some improvement suggestions system.As an indirect way of shareholders exercising the right of voting, Voting trust is the combination of trust and voting right in company law. The system of Voting trust has experienced "effective, then invalid, and effective at last" development course in United States. From the middle of the 20th century, this system was transplanted by some civil law countries and area, such as Japan, South Korea, China’s Taiwan region and so on. In China, there is neither the statutory law about the system of Voting trust, nor the prohibitive regulation without permitting the exertion of such right. Voting trust is a newly-born system in our country, through it be used in some fields, it is not universalism. And this system has some disadvantages, so when we try to transplant this system, we should keep the careful attitude and insure it has the legislative style. Compared with shareholder’s trust, voting proxy, voting agreement and other voting system configurations voting trust has irreplaceable advantage. Voting trust has a lot of special functions, such as protecting the small shareholder’s profit and retsolving control of companied, ensuring the structure of share stable and the management sustained, good for company to carry out the asset reorganization and restructuring plan, preventing hostile takeover, optimization of state-owned assets and attract foreign investment and so on.About the establishment and effectiveness of voting trust, there are many different at civil law countries and common law countries. But in generally speaking, two legal systems have some same elements of establishment and effectiveness of voting trust, it include the right parties of voting trust, a written voting trust agreement, registration and publicity, the clear and legitimate purpose of the trust and the clear duration of voting trust. The system of voting trust must follow the rules and principles, it like as the principle of one share and one vote, the principle of equality and autonomy, the principle of good faith and the right must be limited and good morals and public order.Research on the system of voting trust, the purpose is transplanting this system into our country law, before transplanting, we must discuss the disadvantages of this system. About voting trust, both in the basic of establishment and the effect, the academe have different altercates, it include the discussion about the character of voting trust, the doubt of the object of voting trust and the criticism about the reason of monopoly. The system of voting trust have some disadvantages when it practices, it includes the handicap of the knowing right of the client and difficulty of finding the right assignee. We must find out the disadvantages of this system, so we can keep the advantages and wipe off the disadvantages when we transplanting it.In our country’s legal system environment and market environment, we give the voting trust system the space of development, so establishing out voting trust system through legislation is imperative. But the voting trust system not only has its own problems, but also has some handicap at the background of our country special economic. It includes the lack of legal system, the theory of absolute ownership and theory of dual ownership, the concentration of ownership in China’s own enterprises and the lack of trust culture. Therefore, when we establish the voting trust system, we must pay attention to the rules in Company law and Trust law and special law systems at the legislation mode, and clear the object, the form, the registration and publicity, and the duration of voting trust. At the same time, we need the perfection of voting trust in China, such as the restrictions on voting rights, the requirements for joint consignee and the consignee delegates anther person and so on.

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