A Comparative Study of Voting Agreements and Voting Trusts: From the Perspectives of Laws in Taiwan and the U.S.

• Main Authors: Yeh, Chih-Hui, 葉織慧
• Other Authors: Lin, Chien-Chung
• Format: Others
• Language: zh-TW
• Published: 2018
• Online Access: http://ndltd.ncl.edu.tw/handle/9qd44e

碩士 === 國立交通大學 === 科技法律研究所 === 106 === The coincident increase in the complexity of corporate affairs and the number of shareholders has rendered it and important task to devise a mechanism that helps the centralization of corporate control. Voting agreement and voting trust are both agreements which facilitate shareholders grouping with other companion shareholders in order to gain control in a corporation. In Taiwan, it has long been held by the Supreme Court that the voting agreement and voting trust are invalid. The Supreme Court has viewed voting agreement and voting trust illegal per se as they are in contravention of the public policy. This view believes the operation of voting agreement and voting trust would have jeopardized the purpose of the mandatory cumulative voting regime. However, most of Taiwan’s academics criticize the Supreme Court’s stance. They declare voting agreement and voting trust are valid in view of “freedom of contract” and “party autonomy principle”. Voting agreement and voting trust are common in the United States. After years of practices, the shareholder agreements and shareholder voting trusts have accumulated considerable court decisions and may serve as a reference. This thesis attempts to take a comparative approach to explore the relevant law in the United States in order to construct the law of voting agreement and voting trust and in order to strengthen the corporate jurisprudence of Taiwan.