Research On The Judicial Determination Of Shareholder Qualification In Dormant Investment

In the legal relationship of dormant investment,there are many conflicts of interests among the parties concerned.For example,the qualification of shareholders belongs to the dormant investor or the nominal shareholder,the relationship with the company and other shareholders,and the division of the liability of the third party.Among them,how to cognizance the qualification of shareholders of dormant investment is the most basic and the most important one.after solving the problem of the identification of the qualification of shareholders.Other related issues will also be solved.Research on the identification of the qualification of shareholders,there have been many discussions in academic circles since the first case of dormant investment in the 1990s,namely"Baiyulan Hotel Case",and the theoretical discussion has also taken shape preliminarily.After the Supreme People's Court promulgated the Provisions(3)of the Supreme People's Court on the Application of Several Issues of the"Company Law" in 2010(hereinafter referred to as"Company Law Division Solution(3)"),the relevant legislation has also entered the track of gradual improvement.This article stands on the shoulder of the achievements of previous theoretical research,and carries on the analysis in stages from the legislative and judicial aspects.Through collecting 191 relevant cases from relevant case databases,and combining the comprehensive analysis of collected cases with the special analysis of selected classical cases in stages,we can understand the stage characteristics and difficulties of shareholder qualification determination cases in dormant shareholder investment.At the same time,the historical evolution of the identification of shareholders in the dormant investment is combined with the development process of the company law in China.It is found that the development of the two is closely related,and finally the adjustment of the relevant legal relationship in the dormant investment should not be a simple civil law.Adjustment,but need to take into account both commercial law and economic law to form a three-dimensional legal adjustment system.In the process of justice,the company registration is the important basis for identifying shareholders'qualifications.In order to protect and balance the interests of shareholders,the judiciary protects the investment rights and interests in the form of individual cases only at a specific stage.In addition to the conclusion,the main body of this paper is divided into the following four parts:The first part is mainly to raise questions,From the divergence of the opinions of the first and second trial in the first case of the dormant investment,the question of which the shareholder qualification should belong to.And the research background is elaborated.The second part summarizes the qualification of shareholders in dormant investment.First of all,it leads to its dilemma in practice,analyses its internal contradictions and value conflicts,and paves the way for the follow-up theoretical introduction,case studies and legislative analysis.This paper introduces the theoretical basis of shareholder qualification in dormant investment.On the basis of reviewing the three mainstream theories about the identification of shareholders'qualification in dormant investment,this paper further analyses the value choice and order demand of the identification of dormant shareholders'qualification,which mainly includes three aspects:how to balance the autonomy of private law and administrative supervision,how to balance the interests of multi-subjects in society,and how to guarantee the transaction security and order.The third part carries on the comprehensive analysis in the middle of the period.Firstly,it elaborates the normative legislation in the period,and combines the judicial precedents of the same period to analyze,and strictly demonstrates the development of dormant shareholders in the judicial practice.Combining with the development path of China's company law,this paper tries to find out the deep reasons for the development of shareholder qualification in dormant investment and points out the direction for the follow-up development.The fourth part,on the basis of combing the history of theory,legislation and judicature strictly,analyses the development direction of shareholder qualification determination in dormant investment.