Font Size: a A A

Research On Legal Issue Of State-owned Shares Identification

Posted on:2014-05-29Degree:MasterType:Thesis
Country:ChinaCandidate:F L GuFull Text:PDF
GTID:2256330401977983Subject:Economic Law
Abstract/Summary:PDF Full Text Request
The issuance of The Implementing Measures for the Transfer of SomeState-owned Shares from the Domestic Securities Market to the National SocialSecurity Fund in2009requires state-owned shareholders to transfer self-hold sharesin proportion to national social security fund. This Measures, on the one hand,broadens the resource of social security fund; however, on the other hand, it dims theboundary of obligators of transferring and reduces the operability. In particular, thereare no specific provisions on the application of limited partnership enterprise andround-trip investments issues, which causes puzzles in practice.In order to resolve these problems, it is started from the selection of standard ofidentifying state-owned shareholders provided in the Measures. As the Measure lackssuch standard, two standards have been summarized from relevant laws andregulations. After referring to the similarities and differences between these twostandards as well as ought standard based on the theory of the law, and researchingfrom the four dimensions including legislative purpose, legislative organs, lawenforcement and practical situations, a conclusion has been made on the state-ownedshareholders standard of identification in reality. After the selection on the standard of identification, confusion relevant to theapplication to limited partnership enterprises and round-trip investments has beenraised up. Given the complexity of the issues, this article majorly discussed theapplication and solution related to limited partnership enterprises. Firstly, after theinterpretation of regulation, a conclusion has been made that the standard in realitymay not be applicable to limited partnership enterprises; Secondly, a demonstration ofnecessity for the limited partnership enterprises to be regulated has been made fromthe perspectives of law evolution and practical demands. Therefore, there is acontradictory when talking about the application of limited partnerships, whichresulting from the differences in the attribution of controlling right between limitedpartnerships and companies. Such differences lead to the paradox of the controllingright attribution in limited partnerships.Such paradox is the result of deviation in understanding of the controlling rightintroduced by Company Law. So, after comparing the governance structures ofdifferent forms of enterprises, and the revision of controlling right theory, theattribution of controlling right in limited partnerships has been specified. Contrast tothe corporation, this article try again to apply its standard of State-owned SharesIdentification to limited partnerships. But, because of the deference of degree offorcing between The Company Law and The Law on Partnerships, and the constraintof limited liability, this kind of application is proved to be useless.In this case, a new standard, namely the Allocation Proportion Standard, has beenintroduced to the application to state-owned shareholders identification in limitedpartnerships. The new standard strengthens the relations between right to control andright to allocate profits on the basis of capital majority decision rule. Under thebackground of policy of transferring state-owned shares, the new standard buildsrelationships among shareholders, shares, share price and profits, which shall be amore appropriate choice.
Keywords/Search Tags:State-owned Shares Transference, Limited Partnership, Company Governance, Allocation Proportion
PDF Full Text Request
Related items