Research On The Legal Issues Of Voting Agreement

Voting agreements are the contract reached by shareholders of a company who unanimously exercise their voting rights on the agreed decision items in order to achieve a particular purpose within the scope of the law or the articles of association. As a tool to scramble the control of the company and maintain the interests of shareholders, voting agreements have the characteristics of being more flexible, more convenient and wider scope of application comparing with voting proxy, voting collect and voting trust, they also have a unique value to break the company deadlock, corporate mergers and acquisitions. In practice, voting agreements have been reflected in”Agreements on Acting in Concert”, “Agreements on Arrangement of Voting”and “Books on Acting in Concert”. However, because of the lack of laws and regulations in our country, voting agreements encountered many difficulties in practice, and few scholars in our country carry on further study of this system. Therefore, this article take voting agreements as center, analyzing the legal definition, the present situation and the internal problems of voting agreements layer by layer, and trying to build the legal framework of the agreements on the basis of referencing the experience of outside.Besides preface and epilogue, this article mainly includes the following four parts.The first section is the legal definition of voting agreements. This section includes voting agreements’ concept, characteristic and function, and the comparison with the other voting ways. Because of the applicable flexibility, the convenience of procedure and the tolerance of applicable range, voting agreements have a special value to allocate the control of the company, break the company deadlock and accelerate corporate mergers and acquisitions. We can cognize voting agreements more profoundly by contrasted with the other voting ways.The second section is the reality investigation and the problem review about voting agreements. In the practice of our country company, voting agreements reflect in “Agreements on persons Acting in Concert”, “Books on Acting in Concert”and “Agreements on Arrangement of Voting”, these agreements are often agreed shareholders exercise their voting rights on certain matters. In the legislation of our country, the voting agreements are embodied in individual legal, but do not form a perfect legal system, many problems also appeared in the process of application. These problems mainly displays in the unclear elements when the agreements come into effect and lack of legal relief when agreement disputes turn up, etc.The third section is the experience and enlightenment about legal regulation on voting rights limited agreements outside. Through the introduction of the legal regulation on voting rights limited agreements in United States, Britain, Germany and other countries and regions, we can make full cognitive of limitation about voting rights limited agreements’ form, subject, time, content, etc. Meanwhile, in the process of learning legal regulation on voting rights limited agreements outside, we can also get a lot of enlightenment which help to perfect the system of voting rights limited agreements in our country.The fourth section is for the improvement of the legal regulation on voting rights limited agreements. On the basis of advanced experience and combining the reality of our country, the paper puts forward some countermeasures and suggestions for the perfection of legal regulation on voting rights limited agreement in our country. At first, as to the establishment and the requirement of validity of voting rights limited agreements, we shall analysis and come up with suggestions from the agreement form,subject,content and principle. Then, we shall design from continuing to perform, compensating for the losses, paying liquidated damages and other remedies for the legal relief in violation of the voting rights limited agreement. Finally, we should cognize the influence of the resolution on the company from two situations before and after the relief.