Research On Company’s Unqualified Property In Stock Transaction

Along with the development of company law, there is no more controversialabout the company’s property rights and stockholders’ rights. During the transactionof stock, parties would consider bringing the guarantee article about quality ofcompany’s property into contract. However, such clause always been judged invalidbecause of the independent of company’s property.This essay would introduce a case to elaborate such a problem：how to claim thedeserved rights from the sellers or original contributor when stock receiver find thatthere is severe quality flaw in company’s property.Four parts are divided in my essay.Part I gives a brief introduction to the basic information of the case and thecontroversial focuses of the case.we present the details of the case and referee resultsof the courts,especially the dispute of the equity and corporation property right.Part II is the basic theories which are related to the case,which are the foundationof analysis. At this part,we firstly introduced the standards and the flaw’s definition ofusing material objects to contribute capital and the relevant duties.Then this partintroduce whether it is valid of the conventions about the quality of company’sproperty;and if there is no such conventions,whether it is suitable to conform the rulesof the contract.Part III is analysis of the case,it’s the major part in this assay.Firstly,this partanalyse the contributors’ duties from the angle of flawed contribution capital，which iselaborated from legal backing legal parties and limitation period separately.Then,thispart analyse the seller’ duty from the angle of unqualified quality,,which is alsoelaborated from legal backing、legal parties and limitation period separately.Part IV gives some suggestions to develop those system.