Dissertation > Excellent graduate degree dissertation topics show

The Research on Voting Trust System

Author: DingWei
Tutor: LiuWen
School: Southwestern University of Finance and Economics
Course: Economic Law
Keywords: Voting Trust Corporate Governance Structure Shareholders ' voting rights
CLC: D912.29
Type: Master's thesis
Year: 2008
Downloads: 73
Quote: 0
Read: Download Dissertation

Abstract


The company plays a very important role in modern social and economic life. In the company's development process, the company's ownership and control of the growing separation, which explored ways to solve because of agency costs, agents lazy, internal control, the major shareholder abuse controlling position in violation of the legitimate interests of minority shareholders, which led to the company the phenomenon of internal imbalance of power has been the economics profession, the legal experts, in particular the Companies Act academia an eternal and full of vitality topic - corporate governance structure, which attracts many economists, jurists tirelessly in this area discover, has also attracted the author as the focus of study and research. The company is funded shareholders should benefit for shareholders, but in the process of development in the corporate system previously described in deviation from the shareholders (or shareholders) welfare issues, how to deal with it, the economics profession and the legal community to work together. I believe that the core of the problem is to design a reasonable and effective legal system, to solve these problems in the development of the company. Around the ideas of economists and legal circles of scholars have put forward the recommendations of the many beneficial improve the corporate governance structure. Voting Trust system began in the company system developed in the United States. The voting trust system play such as to ensure the stability of the company management and continuous protection to protect the interests of creditors and assist in the restructuring of the company, to prevent other companies that compete with the Company for the control of the company, in the practice of the United States of company operations, the unique role of the legitimate rights and interests of medium and small shareholders. Countries such as Japan and Taiwan of China in other countries (regions), such as the operating practices or voting trust company law. Voting Trust System to solve the deviation from the shareholders in the company system development process (or shareholders) welfare issues and to ensure the normal operation of a very good system of support. Voting trust the legal system is the recognition of our academics and practitioners, but the novelty of the voting trust the legal system is still quite insufficient, this paper discussed the legal system of the voting trust, and our the introduction of voting trust the legal system put forward feasible suggestions to the introduction of this system as soon as possible in our country. From the structure In addition to the Introduction and Conclusion, this article is divided into four parts: the first part, the first through the study of the historical evolution of the United States case law and statutory voting trust, clear the different attitudes of the different historical periods on the Voting Trust System , also introduced legislation survey or attitude of Germany, Japan, South Korea and China's Taiwan region on the voting trust. The voting trust originated in the United States from valid to invalid and then in the United States experienced a historical process. Throughout the history of the development of the Voting Trust in the United States, can be found in the courts of the U.S. states to determine the effectiveness of the standard of the voting trust behavior often than not, the voting trust itself, but in the establishment of the purpose and motivation of the voting trust, legitimate purpose and is effective , otherwise invalid. In civil law countries or regions, only in Taiwan, China in Article 10 of the Law of mergers and acquisitions system of voting trust provisions, other countries do not have the relevant provisions of the Voting Trust. However, the lack edicts of the law does not prevent the emergence in reality. German law, About Send in mind the provisions of the voting rights, the voting trust is very similar, but there is a difference; Japan and South Korea Although there is no law on the voting trust, but in practice large-scale use. Then the article describes the nature and characteristics of the voting trust, voting trust essence centralized control of the company, shareholders achieve the main features of the voting trust voting trust of the parties has a means of control and tools; special , voting trust is the part of the shareholders' rights, not all of the Trust, has the right to the transfer of shares of the trust voting rights during the Trust received limited and voting trust certificate is a securities. And then describes the similarities and differences of the voting trust voting rights agency similar to the legal system, and pointed out that the voting trust has an irreplaceable role in other similar systems. This chapter last part discusses the value orientation of Voting Trust, seeking a theoretical basis for our voting trust to carry out from the theory of value. The second part is the introduction of a specific legal framework of the voting trust. This part introduces the voting trust established procedures and effective elements, pointed out that The voting trust needed to fulfill the registration and publicity program, otherwise there is no fight against third parties; then focuses on the relationship between the rights and obligations the voting trust relationship between the parties and their ; period and termination of the voting trust described, pointed out that the voting trust should provide for a certain period of time, or not conducive to the transfer of civil relations and the protection of the interests of the client, and learn from the U.S. legislation based on the term of the Voting Trust to 10 years is appropriate; followed by a voting trust inherent defects classification definition, the establishment of \should be summarized and enumerated a combination of provisions in the legislation; last part of the Legal Remedy for violation of the right to vote the Trust Deed. This section through the introduction of the specific system of voting trust fourth part of our voting trust system provides theoretical support. The third part analyzes the necessity and feasibility of our to establish voting trust system. Discussed the need for the introduction of voting trust the legal system in China, pointed out that the voting trust is involved in the operation of state-owned shares, market-oriented operation of state-owned assets, to protect the interests of minority shareholders, to optimize the structure of listed companies, and the listing of the Company's equity structure stable, not only can play the inherent positive significance in American law, while promoting market-oriented operation of state-owned assets in equity-type, solve the \operational practice can play a unique role that China should introduce a voting trust the legal system. Followed by an analysis of the current economic environment, the legal system and other conditions, pointed out that China already has the conditions for the introduction of a voting trust, such a system should learn and transplantation. The fourth part discusses the Voting Trust reference to China and China Construction voting trust system specific legislative proposals. First pointed out that the legal system should serve the economic base, when the socio-economic conditions change, the law should advance with the times, continuous development and improvement; during the process of legal migration, pay attention to the localization of the Voting Trust problem, the Voting Trust System in the United States and China's actual conditions combined, selected transplant, so as to make the system better role to play in our country. Then put forward concrete legislative proposals Establishing Voting Trust System: proposition to establish a voting trust the legal system, the legislative system should be modeled on the U.S. practice of comprehensive legislation, the Act on the establishment of specialized terms of voting rights Trust a generic provision be added that Article 107 of the Companies Act to make provisions for the establishment of the voting trust, the purpose of the voting trust, voting trust existence period and renew; addition to , but also need to improve the voting trust provisions of the Trust Law \Securities Act \So as to form a voting trust, the integrity of the legal system, which will help guide the practical operation of the harmonious operation of the economy to provide legal support. In the last part of this chapter, the specific design of our voting trust system, mainly the form of contracts of the voting trust, the establishment of the program, the purpose, duration voting trust certificates circulation problems described, the final analysis, as everything has negative sides of the same voting trust has many advantages, there is also the potential for abuse, the author voting trust may occur in the course of practice, some of the negative effects of a number of legal measures, expect the introduction of the system of voting trust from to a certain extent. The paper concludes that: China already has the economic conditions and legal environment of the transplant voting trust voting trust generated and run successfully based on a mature American Corporate Law and Trust Law as the basis, the voting trust transplanted to China, can not simply copy the need for localization, in order to avoid lack of acclimatization, but also improve the specification of the trust market, improve the quality of service and professionalism of the trust company, while also supporting the construction of the rule of law, economic operation to provide legal support, the only way the voting trust system in China to successfully expand its use of space, and its powerful applications to play an active role in China's economic development. Innovation of this paper are: 1, based on China's current economic conditions and the legal system in the country to introduce the system of voting trust path, that is, in our country to develop specific rules to regulate the voting trust and improve relevant laws and regulations, based on the specific design of the system. 2, for the voting trust in the actual operation of the process may abuse or misuse of response measures to prevent the failure of the system of voting trust. Due to the complexity and diversity of the voting trust system, especially the trust of the voting rights exercised not yet widely used today, in the case of awareness and the lack of a large number of national practice test, due to my lack of ability, knowledge is limited, some problems not very well studied, and may even understanding on certain issues there is a deviation, the validity of the conclusions of this article, comprehensiveness and actual results will need to verify and supplement of the future practice. Text inadequacies urge teachers to criticism.

Related Dissertations

  1. The Research on the Construction of the Board of Directors of State-Owned Individual Proprietorship Companies,F275
  2. An Empirical Study of the family of listed companies in China governance structure of the internal control,F276.5
  3. Corporate governance structure of listed commercial banks in China to study of the effectiveness of internal control,F830.42
  4. The Correlation Studies about Corporate Governance Structure and CPA’S Audit Quality,F276.6;F224
  5. The Correlational Study of between Characteristic of Corporate Governance Structure and Earnings Management of Gem Listed Companies,F275
  6. Corporate Governance and independence of audit,F239.4
  7. On Chinese Legal System’s Improvement of Stock Option,D922.287
  8. Research on Corporate Governance Structure of Solely State-owned Company,D922.291.91
  9. The Efforts of Private Equity Investment on Chinext Listed Companies’ Corporation Governance and Stock Performance,F832.51;F224
  10. The Research of Corporate Governance Structure Based on the Present Situation of the Institutional Arrangement,F276.6
  11. The Research of Corporate Governance Affect the Accounting Information Quality,F276.6;F224
  12. Research on Corporate Governance Model in State-Owned Coal Group,F426.21
  13. Research on Corporate Governance Influencing Accounting Information Quality,F275
  14. Does Corporate Governance Structure Influence the Effectiveness of Internal Control,F276.6
  15. The Study of Family Firm’s Governance Structure in China,F276.5
  16. HSK corporate governance structure optimization design,F426.6
  17. Corporate Governance Structure to Chinese Listed Companies’ Dividend Policy Impact Analysis,F275
  18. Study on the Management Board of Siemens AG Germany,F416.6
  19. The Research on Loss of Stated-owned Asset of Chinese Electric Power Industry Problem,F123.7
  20. Relative Research Between the Structure of Corporate Governance and Audit Independence,F239.4

CLC: > Political, legal > Legal > UNIVERSITY > Economic Law
© 2012 www.DissertationTopic.Net  Mobile