Implicit Investment Law Study

With the rapid and steady development of economy in our country, tremendous forms of investment emerge, one of which is so-called dormant investment. In the reality life, dormant investment is quite common and more and more legal disputes are arising out of it, resulted from the characteristics of dormant nature of the investors and the complexity of the investment relationship. However, the corresponding regulations, which are urgently needed to be made in this area, are rarely seen in the legislation in both of civil law and commercial law, except that a few rules are stated in the judicial explanations of Supreme Court of PRC and some other guiding documents of district courts. The above situation can scarcely the demands of judicial reality , on one hand, a great deal of related disputes cannot be resolved correctly, which undermines the authority and unification of the justice in our country; on the other hand, the advantage of dormant investment, which is also a flexible way of investment and a effective method of financing, cannot be utilized in the economic development, while the down side of which will be so terribly increased that the health of the economy will be jeopardized ultimately. It is believed, therefore, the absence of dormant investment in legislation is a great defect, and, the theoretic and practical significance of this paper is hence: discussing the dormant investment and some related legal problems, the author consider the necessity of establishing dormant investment in legal level and presents some helpful ideas and advices regarding this issue.According to the following organizing principle, this paper has its discussion. The first chapter will introduce the basic types and legal attributes of dormant investment, as well as the intension and extension from the viewpoint of historic development, through which, a general idea of dormant investment will be developed here. In the next chapter, the reasons and roots, existing in the economy, legislation and social system, will be analyzed. Chapter three, starting from the analysis of the relationship between the various parties involved in the dormant investment, including the relationship between the dormant investors and the apparent shareholders, the relationship between the dormant investors, the apparent shareholders and the companies and the relationship between the dormant investors, the apparent shareholders and third parties, tries to explore the specific legal issues and their solutions. Based upon the discussion of the previous three chapters, in the end, the author proposes some considerations as to the necessity of establishing the dormant investment in legislation and presents some suggestion that might help to achieve this goal.It is noticed that the research on the dormant investment is still in its early stage, and the essays concerning this area are rather few, let alone a systemic and integrated study. To this extent, the topic involved in this paper is quite innovative. At the same time, the particular angle from the jurisprudence on the relationship between the various parties in dormant investment and the some suggestion about how to deal with them reveals the realistic and practical significance of this paper.