Research On Voting Agreement

Under the trend of economic globalization, the phenomenon of the enterpriseinternationalization appears in succession, and leads to the enterprise mergers andacquisitions. But because of the high pressure of capital and investment risk, the theoreticalcircle gradually began to explore new ways to control a company. Voting Agreement becamea good way to solve the problem in foreign countries. Also Voting Agreement is becomepopulor in the world. Along with the development of Company law, voting rights begin toseparate from the shareholders’ equity to become an independent object of an agreement.Shareholders and the third party could obtain the control of a company by agreements.Therefore, I attempt to introduce the theory of Voting Agreement system systematically in thispaper.This article is divided into three parts:Introduction, The body of the article,andConclusion. And the body of the article is divided into four chapters:Chapter1, the author will introduce the basic content of Voting Agreement. It can set upthe theoretical foundation of the whole article.According to the concept, not only the minorityshareholder but also the third party have the qualifications to sign Voting Agreement. In orderto change the disadvantaged situation, we can establish our Voting Agreement theory. Becauseit can expand the shareholders’ voting rights, and increase the strength of minorityshareholders.Chapter2, In this part,the author will analyze the legitimacy of the Voting Agreementto clear obstacles of establishing our country legal system of Voting Agreement. Thelegitimacy Analysis includes the relationship between voting rights and equity, the powersand functions separation theory of civil law, the principle of autonomy of will of contractlaw. Although voting right is just one of the powers of equity, but it also has Double identityabout personality and property.Because the property identity of voting right,it is not atypical democratic rights.Voting right can be separated from the shareholders’ equity tobecome an independent object of an agreement.Also there is a " powers and functionsseparation " theory In the civil law, it can give theoretical support for voting rights study.As a contract,Voting Agreement also should abide by the principle of autonomy of will ofcontract law. Chapter3, the author conclude the voting agreement legal system’s advantages bycomparing with the theory of voting rights proxy,solicitation voting rights proxy, the votingrights trust, the cumulative voting system and the concerted action. According to thecomparison, we can conclude the institutional advantages of voting like wide scope, flexibleoperation, less restrictions.The advantages will give our voting agreement more applicationspace.Chapter4, in this chapter, the author will introduce the specific content of the votingagreement. First of all, because the voting agreement is not only a kind of contract in thecontract law but also a kind of legal system in the company law, so it must abide by theprinciples of company law and contract law. Secondly, in order to establish our country’sperfect voting agreement, we should introduce the terms of the legal system in detail,including: subject, object, target, liability of breaching the contract, etc.Although the theoretical circle in China gradually begin to pay attention to the votingagreement, but the relevant theoretical research and legislative work have a lot of shortage.Also there is a large number of voting agreement disputes in practice, because of the lack oflegal regulation, the situation of law application is in chaos. Therefore, establishing asystem of voting agreement is imminent in our country.