Research On The Legal Issues Of Voting Agreement

The 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 general meeting and help the minority shareholders achieve their interests, which are frequently infringed upon by the controlling shareholders. Using the basic theoretical law knowledge of law historiography and comparative jurisprudence to analyze and research the basic conception, operation mechanism, and the function, we can find that the voting agreement is a contract between the shareholders about how to excise their voting rights in specific matters. It is an effective means of distributing the control right of corporate, breaking the corporate deadlock, realizing the corporate purchase, and also can help minority shareholders to maintain their own interests. The legitimacy of voting agreement has experienced a process from banning to limited permitting, most countries of the Common Law System and the Civil Law System have been approved the effectiveness of voting agreement at the end of19th century, but give certain restrictions on its specific rules. Voting agreement has double properties; its content involves both the rules of Corporation Law and the Contract Law. As a result, the terms of the voting agreement should not only comply with the regulations of the Corporation Law on the exercise of voting rights, but also the provisions of the Contract Law on general contract. Based on the particularity of the contract object, the effectiveness of voting agreement requires not only the effectiveness of the general contract, but also special conditions on contract subject, contract period and contract form etc.After being affected, it will affect not only the shareholders but who enter into contract, but also the third parties and the effectiveness of the shareholders’conference. When the voting agreement is not established, violable, nullified by the fault of a party, or a party breached the contract, the fault party or the breaching party should undertake the contracting fault liability or the responsibility of breaching, such as enforcing performance and damage compensation. According to the vacancy of the voting agreement in our legal system, we should make a principled legal provision in the Corporation law on the basis of the regulations upon the Common Law System and the Civil Law System, then impose restrictions on its subject, content, period, form and so on, only do this, can perfect the voting rights system, and realize the diversification of the way the shareholders exercise their voting rights.