| The issues and matters in terms of nominee shareholders in the company are frequent. There happen more and more the legal disputes due to nominee shareholders. However, it is not clearly stated in terms of nominee shareholders'legal positions in the newly issued"Company Law". Since there have not been transparent and straightforward stipulations with respect to nominee shareholders so far, such cases are usually decided by the judges from respective and different point of view, which makes some confusion. A lot of scholars, judges, attorneys and nominee shareholders have address much attention to this legal issue and offer quite a few different proposals, of which,"trust of right of shares"is one efficient solution to settle the legal position issue of nominee shareholders. From the point of view of trust law fundamental, this dissertation makes systematic analysis and elucidation in both theoretic and practical aspects for trust of right of shares. From the perspective of nominee shareholders, this dissertation will make a research on trust registration of right of shares and contracts for trust of right of shares, and it will be discussed how to use trust of right of shares to settle the legal position issue of nominee shareholders in the practical operations.This dissertation is made up of three parts: preface, text and conclusion. And three chapters are included in the text.In the first chapter, it is briefly elucidated of the definition of nominee shareholders and the legal characters thereof. This portion makes analysis on the specified definition of nominee shareholders mainly from aspects of the definition of anonymous investment, definition of nominee shareholders and basic characters, classification of nominee shareholders, and the formation cause of anonymous investment.In the second chapter, it is analyzed of nominee shareholders'legal positions. This portion makes specific analysis on (1) the relationship between nominee shareholders'and registered shareholders, (2) the relationship between third parties and nominee shareholders when handling the company's external affairs, and the relationship between nominee shareholders and the company. It is made highlighted analysis of the possibly existing relationship of commission, partnership and trust between nominee shareholders and registered shareholders and it is pointed out how to stipulate of nominee shareholders in law and regulations. It is indicated that trust of right of shares is the efficient solution to the legal position of nominee shareholders, which is a bridge to analysis on methods for trust of right of shares hereunder. Whereas, the formation cause of nominee shareholders is very complicated. The discussion in this dissertation is mainly focusing on the nominee shareholders due to the agreed contract and investment.In the third chapter, it is emphasized to settle the legal issues in terms of trust of right of shares and nominee shareholders and raised out the standard operation and relevant legislative proposals for trust of right of shares. This chapter is very important in the dissertation. The author expects to analyze the practice and summarize the specified operation methods to solve nominee shareholders by trust of right of shares.First of all, it is summarized of systems for trust of right of shares. It is briefly introduced of (1) the definition of Trust, (2) the establishment conditions for Trust, (3) the relationships on Trust and the parties in Trust, so that deeply learn how to establish efficient systems of Trust in the practice and settle the nominee shareholders'practical issues. It is of emphasis analysis on legal systems of trust of right of shares. This chapter is stated on rights and obligations for parties for trust of right of shares, relationship between consigner, mandatary, and the company, and it is researched on the legal relationship between consigner, mandatary, and the third parties. Afterwards, as per the key points of this dissertation, it is detailed analyzed on legal positions and mutual trust relationship between nominee shareholder and registered shareholders and company when settling the legal issues of nominee shareholders by means of trust of right of shares.Since the legal relationships for trust of right of shares are very complicated, author only specifically analyze the practical operations for trust registration system and trust contract for right of shares accordingly. At the same time, the said 2 matters are the significant issues to reach the purpose of trust of right of nominee shareholders'. Firstly, having discussed on (1) the implication and value of public belief from registration, (2) the significance in legal and value in system from trust registration of the property and the validity of registration, the author makes detailed discussions on scope and methods for trust registration of nominee shareholders, especially raise out the specific and practical recommendations on methods for trust registration of nominee shareholders. Secondly, via analysis from legal basic theory side on the agreed basis and validity conditions of contract establishment for trust contract of right of nominee shareholders, the author makes a detailed research on several significant matters for trust of right of nominee shareholders'which is needed to clarified. It is analyzed what conditions/matters are the required ones in the trust contract of right of nominee shareholders'and what are selective matters hereto. It is decided in this chapter to utilize the trust contract of shares to clarify the legal relationship between both parties in trust.In the final portion- the conclusion of dissertation, the author reiterates that"Trust Law"as well as relevant law and regulations is an important law and one of important solutions to nominee shareholder issues and it still needs to be collated through analysis of the current situation of trust of right of share. It is needed to arrange the implemental regulations of"Trust Law"and clarify the legal positions of nominee shareholders. It will make up for the current insufficient law and regulations and ensure equity and justice of Law. |
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