Font Size: a A A

Research On Dormant Investor’s Legal Status

Posted on:2015-06-25Degree:MasterType:Thesis
Country:ChinaCandidate:H C DongFull Text:PDF
GTID:2296330428461813Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
In recent years, disputes about dormant investors occur frequently. As the basic problem of the relevant disputes, dormant investor’s legal status has been widely discussed in judicial practice and theoretical academia. The Supreme People’s Court on the Application of the People’s Republic of China company law provisions of a number of issues (three) provides guidance for relevant judgments. However, the problem of judicial practice has not been resolved, as conflicts between the law articles result in different judgments on similar cases, even in similar judgments, there are different reasons. Such phenomena have reduced the credibility of the judiciary, and brought confusions to the relevant parties on their own legal status. There’s no consensus among academia about the problem, different opinions exists, such as formal theory, substantial theory, distinction between inside and outside theory, and fixed formal theory. However, various theories don’t seem to be tight and self-consistent, thus there’s no mainstream, and could not guide judicial practice directly.Dormant investor’s legal status is not just an identify issue in judicial practice. The lawsuit of recognizing the qualification of a shareholder is not the solution to "who should be the shareholders", but "who originally are the shareholders". The whole idea of research on dormant investor’s legal status should be focus on whether and when he meets the qualification of a shareholder. In this article the author will analyze two elements of the qualification of a shareholder, including"civil subject expresses the intention to become a shareholder of the company "and "other shareholders of the company accept the civil subject as a shareholder". According to the two elements above, the legal status of dormant investor can be defined.In addition to the introduction and conclusion, this article is divided into six chapters, the main contents are as follows:Chapter one is the basic theory of dormant investment, the author analyzes the definition and characteristics of dormant investment, thus defines the object of this study, and points out the significance and value of the research on dormant investor’s legal status, which is the basis of the following discussions.Chapter two is the analysis on the legislative and judicial status of the dormant investor’s legal status, the author points out the imperfections of The Supreme People’s Court on the Application of the People’s Republic of China company law provisions of a number of issues (three), and problems among judicial practice, which highlight the embarrassment of dormant investor’s legal status in legal practice.Chapter three is about the processing path to similar problems of comparative laws. The author points out that although there are solutions to similar problems in comparative laws, but because of the different legal systems, it is difficult for us to use those solutions directly, thus our scholars have to seek explanations and processing rules that suit for local needs.Chapter four is about the various theories of the legal status of dormant investor in our country. The author shows that none of the various theories such as formal theory, substantial theory, distinction between inside and outside theory, and fixed formal theory, could explain the dormant investor’s legal status satisfactorily, thus we need a new theory.Chapter five is about the conditions to qualify for shareholders, which is the standard of determining the legal status of dormant investor. Under such standard,"civil subject expresses the intention to become a shareholder of the company" and" other shareholders of the company accept the civil subject as a shareholder" are the issues that answer the question of who are the shareholders of the company.Chapter six is about the legal status of dormant investors under different types of dormant investments. Meanwhile, the author analyzes the legal relationships between dormant investors and nominal shareholders, other shareholders of the company, the company, and the third party outside the company.
Keywords/Search Tags:dormant investor, nominal shareholder, qualificationof a shareholder
PDF Full Text Request
Related items