Litigation Of The Confirmation Of Shareholders

As the development process of the company law in our country has a certain lag in the process of the reform of the company's system,there is a lack of support for the corresponding company system in the process of restructuring a large number of companies.Many investors have failed to obtain the appearance documents of the shareholders due to the lack of relevant industrial and commercial registration.In particular,the problems exposed by the employee shareholding of the state-owned enterprises in the process of the development of capitalization of enterprises led to a large number of disputes over the qualifications of shareholders.The current practice includes mainly involving contributing shareholders,undisclosed shareholders,and joint equity.Shareholders' disputes concerning the confirmation of shareholder qualifications and disputes over the qualification of shareholders due to the transfer,borrowing,or fraudulent use of the names of others.However,the relevant provisions of the current Chinese company law on disputes arising from shareholder qualifications are overly principled.Existing laws and regulations do not provide guidance for the identification of complex and diverse shareholder qualification disputes.Academic research is also mainly limited to the relevant analysis at the substantive law level.The effectiveness of the evidence of the determination of shareholder qualifications was emphatically analyzed,but there was no specific study on the issue of the appropriate party in the substantial shareholder controversy confirmation lawsuit in practice,and the problem of unfair judgment in the trial practice could not be resolved.In this article,by retrieving cases related to shareholder qualification disputes,it classifies and analyzes the distribution of the number of cases,the grounds for confirmation in the court's confirmation of the judgment,and the reasons for not being identified,from active shareholder qualification litigation and negative shareholder qualification confirmation.The two aspects of the litigation were studied in-depth,with the active shareholder qualification confirming the subject matter of litigation litigation and the passive litigation subject matter of the shareholder qualification confirmation litigation as the starting point,focusing on the analysis of the investor,anonymous investor,and shareholder in the shareholder qualification litigation.Whether the equity person,the equity transferor and the equity transferee,and the employee shareholding society and its employees themselves have a confirmed interest,so as to determine the qualified parties of the shareholder qualification confirmation lawsuit.It alsodiscusses in detail the subjective scope expansion of the controversial res judicata in the scope of the prejudice of shareholder's qualification confirmation and the retroactivity of the shareholder's accreditation effective judgment,which is a unified and one-off settlement of disputes for the realization of shareholder qualification litigation.Propose procedural law recommendations.This article mainly includes the following sections:The first part: Retrieval of relevant cases concerning the identification of shareholder qualification lawsuits,mainly including disputes regarding the qualifications of shareholder shareholders,anonymous shareholders,and shareholder shareholders,as well as shareholder qualifications arising from the transfer,borrowing or fraudulent use of the names of others.Five cases of disputes are confirmed,but at present,our country only provides in Article 21 of the "Provisions of the Supreme People's Court on Several Issues Concerning the Application of the " Company Law of the People's Republic of China "(Part Three)"(hereinafter referred to as "Judicial Interpretation of the Company Law III").The shareholder qualification confirmation lawsuit cannot solve the complicated and diverse disputes of shareholder qualification confirmation in practice.In addition,an overview of the status quo of the appearance of negative shareholder qualification confirmation lawsuits,combined with the application of negative affirmation lawsuits in China's judicial practice,analyzes the irrationality of negative negative shareholder qualification confirmation lawsuits,and refutes negative negative opinions.The view of shareholder qualification litigation.Comparing with the relevant foreign legal systems related to the qualifications of shareholders,it can be seen that the Anglo-American legal system countries resolve disputes over shareholder qualifications through their mature trust system.In the maturity of corporate law,civil law countries divide shareholder rights into two parts: shareholder rights and stock rights,which are separated from each other.The rights that belong to shareholders' rights,such as shareholder qualifications,are not transferable,and therefore do not involve shareholder qualifications.The dispute,in other words,the current China's shareholder qualification litigation belongs to the litigation mechanism with Chinese characteristics and analyzes its typical characteristics,and further discusses the necessity of the research on the shareholder qualification confirmation litigation procedure.The second part: Through the analysis of active shareholder qualification confirmation lawsuits and negative shareholder qualification confirmation lawsuit litigation targets,to determine the subject matter of the shareholder qualification confirmation lawsuit.Distinguish the typical active controversial shareholder qualification confirmation lawsuits in practice,which are mainly divided into litigations of hidden shareholder qualification confirmation caused by the holding agreement,the unnamed investor in the implementation process raises objections and requests to confirm the qualifications of its shareholders.As well as the three situations in which the original shareholders confirmed the qualifications of the shareholders due to the signature of the equity transfer agreement resulting from the impersonation of the equity transfer agreement,the in-depth analysis of the complex subject matter theory's old substantive law and one-part theory as well as the confirmation of the validity of the shareholders ' meeting resolution is complicated.In the case of litigation subject matter litigation object under the ternary theory and the litigation object under the monism,discusses the above three different causes of the shareholder qualification confirmation litigation,in addition to the ternary litigation due to the resolution of the shareholders' resolution in the shareholder qualification litigation.On the other hand,the monism applied to the litigation subject under other circumstances is more conducive to the one-time settlement of disputes and the realization of the unification of referees.With regard to the determination of the object of litigation in the negative shareholder qualification confirmation proceedings,through the analysis of the litigation subject matter of the negative shareholder qualification confirmation litigation under the old entity legal theory,one-part theory and two-part theory,the negative shareholder qualification confirmation litigation was discussed.It is more reasonable to say that one of the subject matter of the litigation subject matter is that the negative subject matter of the shareholder qualification confirmation lawsuit is the party ' s request for the court to confirm that it has no legal relationship with the company.The third part: In the light of the subject matter of the shareholder qualification confirmation litigation analyzed above,a detailed analysis is made of the current circumstances concerning the litigant disputes of the qualified litigants in the shareholder qualification litigation,so as to determine the appropriate party for the shareholder qualification litigation.In view of the qualified defendants of the shareholder qualification confirmation lawsuit,there is no difference between the active shareholder qualification confirmation lawsuit and the negative shareholder qualification confirmation lawsuit,and the company is its qualified defendant.As for the qualified plaintiff in the shareholder qualification confirmation lawsuit,its active shareholder qualification confirmation lawsuit and negative shareholder qualification confirmation lawsuit are special,but in practice,thenegative shareholder qualification confirmation lawsuit mainly manifests itself in fraudulent use or borrowing of others.In the case of shareholder qualification disputes arising from the name capital injection,this article identifies specific shareholders' qualifications in practice and confirms the benefits of the dispute,analysts,anonymous investors,common equity holders,equity transferors,and equity holders.Whether the person-to-employee shareholding association and its employees themselves have a shareholder's qualifications to confirm the lawsuit's affirmative benefit,so as to determine the eligible party.The fourth part: A detailed analysis of the subjective scope of the res judicata in the determination of the shareholder qualification lawsuit in the scope of the existing res judicata of shareholder qualification confirmation lawsuit judgment.In order to stabilize the equity legal relationship,the res judicata for the shareholder qualification confirmation litigation judgment should be expanded.The subjective scope expands and discusses that if the plaintiff loses the case in a one-sided expansion,the defendant will continue to prosecute because other relevant stakeholders have not been affected by the verdict and thus suffer no benefit,and cannot achieve a one-off dispute resolution.Therefore,it should be fully expanded.A detailed analysis of the retroactive force of the shareholders' qualification determination and the determination of the timing of the retroactive effect will affect the performance of the shareholders' obligations and the exercise of their rights,as well as the determination of their effectiveness before the act,and may even affect the shareholders.The interests of the third party involved in the act,therefore,based on the protection of the third party's rights and procedural safeguards as a starting point,analysis of the effectiveness of the judgment before the act and shareholder obligations to bear the problem,it is recommended that the effectiveness of the shareholder qualification recognition effective retroactively to the time of funding Qualification of shareholders.