| Recent years, the phenomenon of share-holding entrustment has been existing in the society a lot. As the actual investor of the company, he(or her) makes a Share-holding Entrustment Agreement with the nominal shareholder, and the nominal shareholder will hold shears for him(or her). Even the explanation of Company Law of the People’s Republic of China, item three (The Item three for short) has been provided for the validity of the Share-holding Entrustment Agreement, the profit of the actual investor, etc. but The Item three didn’t solved the essential issues of share-holding entrustment. There are still a lot of problems going to be solved.This text provides a comprehensive legal analysis on share-holding entrustment. From the scope of right, the stock right is imperium; from the content of right, the stock right is community rights; from the enforcement of right, stock right is dominion. What’s more, the "investment interests" in the Item three equals to stock right. the validity of share-holding entrustment has been accepted in The Item three, but it’s legal character has not been defined yet. share-holding entrustment is similar to agency system and trusteeship, but it would be better to be a independent system. There are several kinds of disputes:the validity of agreement, the qualification of subject and the ownership of stocks.There are still many problems to be solved in the judge mode of the current dispute over ownership of stocks, and how to deal with it? What is the difference and connection between the stocks and the property of both parties? who should take the obligation? Between the parties on behalf of shareholders is a kind of legal relationship? The above problems are in practice has become increasingly prominent, but on behalf of the holders of judicial pattern in our country at present difficult to resolve.Due to the lag of the statute, not through the lists of exhaustive fashion on behalf of shareholders disputes all the problems, seek a proper trial mode will solve on behalf of shareholders disputes referee difficult situation fundamentally. Agency system, trust system, bona fide acquisition system and the legal person personality deny system can be as reference for on behalf of shareholders dispute solution, the legal system has both advantages and disadvantages. On behalf of shareholders and the legal concept has similarities, but there are many differences,it should not be directly attributable to the in the existing legal concepts are directly applicable.In which the system of bona fide acquisition and the disregard of corporate personality are only related to the cross section of the dispute over ownership, so it can be invoked only on individual issues.The author believes that the trust system is the best referee mode to solve the current disputes. Trust system originated in the United Kingdom, the United States to its commercial transactions in the value of the full play. The core of trust system is the independence of the trust property, refer to the characteristics, generation ownership disputes to equity ownership problem is solved. To determine the independence on behalf of the holders of equity, construct the nominal shareholder of the rights and obligations between the person and the actual investor relations on the basis of this, to strengthen the supervision and management, can effectively solve the disputes on behalf of shareholders. |
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