Corporate Governance Mechanism In Legal Status To Restore Equity Transfer

The current company law equity transfer of limited liability company in the provision of free transfer at the same time and distinguish between internal transfer of equity and the transfer of equity external different system principle. Corporate governance mechanism on the equity transfer would be limited on the positioning of auxiliary obligation provider. Company must undertake registration, notification and other ancillary obligations to fully guarantee the realization of the free transfer of equity. However, corporate governance mechanism is not involved in to the process of equity transfer. It will not be able to solve the other shareholders on the company’s interests in the process of equity transfer are violated. Just rely on other shareholders on the outside of the equity transfer of the right of first refusal system is not enough to achieve the goal of all the shareholders interests protection. Company’s interests in the equity transfer demands corporate governance institutions to participate in the premise of equity transfer. Corporate governance institutions as an independent party to participate in the equity transfer, clear the company’s internal management institutions in the equity transfer entities on the rights and obligations, the corporate governance institutions involved in equity transfer is reasonable and lawful basis, building equity balance between the assignor and assigned, and the company’s legal relationship, this is now changing the corporate governance institutions only necessary way to act as the role of secondary obligatory.Without violating the principle of free transfer of equity, corporate governance mechanism can be implemented in the equity transfer for the loosening of positive law behavior, make the company in the shareholders’ interests, can give full play to the role in the protection of the interests of the company itself, the equity transfer smoothly and safety to have a positive significance. Equity transfer operation may not leave the company to participate in, equity transfer both sides need to have the involvement of a third party to assist with equity trading behavior, especially in the face of external equity transfer, after the shareholder to the assigner to become of a third person other than the shareholders will break the seal of the limited liability company, and close to the person of a limited liability company operating basis. At this time, those relying on the existing company law system of equity transfer of external design don’t really and effectively avoid equity external transfer of risk. Corporate governance mechanism is needed further involvement in the equity transfer, not only is the choice of balancing of interest’s equity transfers both sides of the reality, and corporate governance is the rationality of the institutions themselves to participate in the equity transfer.The earliest company can aware of equity transfer information, stock transfer both sides will also inevitably the fact of equity transfer are recognized by the company. Company actual in the existing equity transfer system should be in the design of the entity monitors, but existing company law only company for equity transfer fair accomplice procedural obligation. Our hope that the company registration authority of the realization of the final review functions also apply for material change due to its only contact file and is not likely to actually perform. Therefore, entities have larger equity transfer review right after, as long as within the scope of the controllable, and through the company’s internal governance institutions of restraining each other, to ensure that the right to not abuse, can effectively solve many of the equity transfer disputes in judicial practice. Company leading equity transfer review not only can prevent malicious fraudulent claims equity transfer behavior, and it is the most realistic memorability in the existing system of choice. Corporate governance institutions should not only provide the procedural obligations in the equity transfer, the reality of equity transfer risk to corporate governance institutions substantive obligations, at the same time, the corresponding certain substantive rights. Straighten out the legal relationship between the shareholders and the shareholders in the equity transfer and the legal relationship between the company and give appropriate substantive rights and corporate governance institutions its substantive obligations, the corporate governance institutions as independent parties of equity transfer, so as to reshape corporate governance institution in the legal position in the equity transfer, this is the effective way to solve many equity transfer dispute.