Study On The Applicable Law Of Equity Goodwill Acquisition System

Under the pressure of increasingly frequent judicial adjudication and equity transactions,the Supreme People's Court affirmed the "nominal shareholder's disposition in the form of the"Provisions of Certain Issues in the Company Law of the People's Republic of China"(?)issued in 2011.The two cases of "equity" and "one share and two sales" apply to the equity goodwill acquisition system.The core of the system of good faith acquisition is to balance the static property security and dynamic property transactions.The essence is the choice of legal policy under the balance of interests,in order to finally achieve the legal effect of maintaining transaction security and facilitating transaction convenience.Judicial interpretation is to solve the protection problem of the third party in the equity transfer,but the equity is applicable due to disputes over the connotation and nature of the equity,the unclear appearance of the equity right,and the inconsistent determination of the equity change pattern.There is a problem of weak theoretical foundation and ambiguous scope of application in judicial practice.This paper starts with the theoretical basis of the traditional civil law good faith acquisition system,discusses the theoretical basis of the equity good faith acquisition system,and secondly uses the method of legal interpretation and normative analysis,based on the current legal norms,analyzes the connotation and legal nature and rights of the equity.The application of laws such as appearance and change mode affirmed the rationality of the system of obtaining good use of equity.The conflict of shareholders' preemptive rights and the legal application of the equity good faith acquisition system clarify that the equity transfer contract infringing the shareholders' preferential purchase is effective,and the priority of the law applies to the approval of the shareholders' preemptive right from the legal basis,the institutional basis and the protection of the legal benefits.Sex.At the same time,in combination with the constituent elements of good faith obtained in the property law,the constituent elements of the legal application of the equity are determined by comparison.Finally,the situation in which the equity interpretation of the judicial interpretation is obtained is interpreted using the method of normative analysis.