Ltd. Research On Equity Transfer Issues

In judicial practice,the dispute of defective equity transfer happens occasionally.Under existing law,low maneuverability,not detailed enough,legislative defect are existed.From the attention of “Company Law of People's Republic of China” and relevant laws,author tease and demonstrate the legal issues of defective equity transfer by understanding legislation original meaning and using legal theory to table a proposal.Hope to perfect the system of defective equity transfer of our country.This paper focusing on the limited liability,expound the legal issues of defective equity transference.In addition to preface and epilogue,this thesis has four parts.In the first part is about the legal definition of defective equity transference firstly.Classify defective equity for three types,defective capital equity,procedural flaw equity,error in personam equity by defect factors.Classify defective equity transference for negotiating transference and defective equity transference without agreement.Negotiating transference includes internal and external negotiating transference.Defective equity transference without agreement mainly discusses inherit,estates by the entirety and enforcement.The second part is about the force of agreement,the responsibility and relieve right of defective equity transfer.Author discuss the internal and external agreement authentic identification respectively according to differentiate and analyses the different domestic theories,methods of bearing liability of transfer and assignee for company,share holders and creditors.According to existing law,the definition of bona fide assignee is crystallized and its right of relief is discussed.The third part is about the defective equity transfer without agreement.Analyses explicitly the legitimacy,way and responsibility in defective equity's inheriting;the legitimacy,legislation and practice problems in community defective equity segmentation and the legitimacy,key problems in enforcement.The last part is some suggestions with the types of defective equity,including,giving the right of rescission and the subrogate right of action for bona fide assignee in defective capital equity transference,perfecting assessment mechanism of defective equity in community defective equity segmentation;perfecting compulsion stockholder's rights purchase system,establishing preemption's responsibility investigation system and pointing the preemption's exercise style of enforcement in procedural flaw equity transference.