Transnational Transfer Of Shares Double The Effectiveness Levels Of The Application Of The Law

Generally speaking, there are two legal issues in share transfer. The first issue is the legal relationship between the shareowner and the company, and the second issue is the legal relationship between the transferor and the transferee. The legal effectiveness of the first issue is mainly reflected by the relationship between the company and the shareholder under the company law. The law applicable for the first issue is usually the lex corporationis or the law of incorporation. The second issue is mainly reflected by the agreement of share transfer and delivery of share certificate between the transferor and the transferee. Such agreement and delivery shall be deemed as the activities under the contract law or the property law and shall be subject to different law from the law applicable for the first issue, which is the proper law of the contract or the lex situs of the share certificate. As for the relationship between the first issue and the second issue, the agreement of share transfer and the delivery of the share certificate shall be the precondition for the holder of the share certificate to assert its right to the company. From the perspective of the international conflict law, the first issue is the preliminary question of the second issue. Finally, I analyzed the shortcomings of the relevant law based on the current status of the China law, however, I also pointed out the positive factors in these laws and proposed suggestions and prospects regarding the applicable law for the two issues in the international share transfer.