Research On Voting Agreement Of Shareholders

In modern society,corporate ownership and management have been completely separated. Voting rights have become more and more important as the link between the shareholders and the company.Shareholders can control the company and protect their interests by the exercise of voting rights in both policy making,and election of directors and supervisors.The shareholders' voting agreement which expresses the wishes of individual investors is one way to exercise their voting rights.As a result,they can be in a better position to guide the shareholders' meeting and help the minority shareholders achieve their interests,which are frequently infringed upon by the controlling shareholders.With comparison of the judicial practice and legislation in common law and civil law,this thesis is mainly about the voting agreement.It has more superiority in protecting shareholders' interests than other relative corporate systems,such as proxy solicitation and voting trust.This is true because of the increasing trend of corporate legal affairs becoming part of the private sector. Voting agreement is a contract between the shareholders or between the shareholders about how to exercise their voting rights.By concluding this kind of agreement,shareholders with common views can form an alliance to vote the same way,and will have some rights and obligations. They will have the right to know the important information of the company,transfer their shares with burden,rescind the contract if the other party anticipative breach,get the fair consideration. And they should vote the same way at the same time with good faith.In order to make the voting agreement come into effect,the contract must have both formal and essential constitutive requirements.After being affected,it will effect not only the shareholders who enter into this contract,but also the third parties and the shareholders conference.Because it may aggrieve other parties' interest,it must be restrict severely in legislation.Shareholders should conclude the contract in written and give the copy of the voting agreement to the company in order to let others know.To protect the non-breaching party's interests,enforcing performance is the best and most effective way to reduce their losses if it is possible.