Study On The Limits Of The Effectiveness Of The Voting Agreement

In contrast to bylaws and resolutions,the voting agreement is a corporate governance structure that outlines how shareholders will exercise their individual rights.Given its unique value in flexible application,breaking corporate deadlock,and corporate mergers and acquisitions,shareholders’ voting agreements,a type of shareholders’ agreement,have become an effective means of controlling conflict and defending shareholders’ interests under the model of separation of company operation and ownership.However,despite relevant practice regarding the application of voting agreements in China,there is no effective system in place.Voting agreements are frequently utilized in international corporate control practice after the transition from denial to recognition and regulation.For the enhancement of the relevant system in China,the legal framework and jurisprudential application of voting agreements in the United States and Germany can serve as effective models.The voting agreement can be applied to the general provisions of the Civil Code through the contractual elements test,and then by facing the human and mimetic nature of corporate relations,for the sake of the stability of corporate law organizations,after considering whether shareholders can redistribute control rights by contract,based on the dual attributes of contract law and company law,under the condition that it does not violate the mandatory provisions of the law.China should recognize in principle the legal validity of the voting rights agreement,clarify the formal and substantive requirements of a valid agreement,improve the supporting system and corrective measures related to voting rights,and uphold the general idea of maintaining the legitimacy of the exercise of voting rights,balancing the spirit of contract law with the concept of corporate law,and promoting the balance and coordination of the interests of various subjects.The text is broken up into three sections: the introduction,the body of the text,and the conclusion.The body of the text is made up of five chapters.The fundamental structure and major components of the text are introduced in the next chapter.The first chapter discusses the current state of the voting agreement’s application and the challenges posed by regulations.The control contest case analysis demonstrates the practical importance of voting agreements in the application of corporate control,which has clear institutional advantages,but at the same time,there are still challenges in identifying voting agreements in judicial decisions,and the phenomenon of agreements as a substitute for corporate governance has failed to receive a positive response because there is no statutory basis for the voting agreement and the judicial disregard of the attributes of corporate law..The concept and differentiation of the voting agreement are outlined in Chapter 2.The theory examines the idea of a voting agreement and defines its legal characteristics for future discussion.The fundamental ideas of this thesis are then clarified by contrasting voting agreements with other systems and concert party agreements.Lastly,voting agreements are employed so frequently because of their various functions,which cannot be overlooked,as well as because of their own practical value.The third chapter investigates the extraterritorial implications of voting rights.In order to properly understand the limitations on various parts of the voting agreement in each nation(region),the legal regulation of voting agreements in the United States,Germany,and Chinese Taiwan is studied in terms of their historical development and current status of statute law,respectively.It is argued that there is a current trend for shareholders to only conditionally acknowledge the effectiveness of the voting agreement,and that China must address the effectiveness of the agreements in the context of general deregulation.The binding force of the voting agreement is examined in Chapter 4.This chapter,which serves as the main body of the thesis,carefully examines the effectiveness from the perspectives of fundamental principles,contractual elements,and corporate rules,all while taking into account the existence of an agreement’s dual qualities.First,a few fundamental concepts of contract law and organic law are introduced before examining those principles to determine the legitimacy of the voting agreement.Second,the three viewpoints of the topic,content,and form of the contract,as well as the dual nature of the contract,are used to elucidate on the fundamental issues of the limitation of efficacy of a contract.Third,when voting agreements approach the corporation law level,they continue to be subject to the binding nature of organic law under the premise of retaining contractual qualities,and some of them should be regarded as invalid.Bylaws,resolutions,and agreements are the three main weapons of corporate autonomy.When there are some areas where they partially overlap or even conflict,an attempt is made to separate the circumstances to resolve the conflict of effectiveness between them.The value trade-off of the voting agreement’s legal stipulations is covered in Chapter 5.The distribution of corporate control and competition will affect how efficiently resources are distributed throughout the entire organization,necessitating the selection of an efficient corporate control system to provide protection.The consideration of public safety and social interest in the formation of corporate law is examined,leaving place for the voting rights agreement system under our legislation,with the aid of the discussion of corporate interest shareholder primacy and stakeholder theory.