Research On Legal Regulation Of Equity Holding

Equity entrustment,as an operation mode of share setting,is widely existed in the process of company operation at present.Its concrete performance is as follows: the actual capital contribution is performed by the anonymous shareholder,but the third party is the nominal shareholder,and the registration is made in the register of shareholders of the company and the industrial and commercial registration authority.Equity entrustment is of vital significance to broaden the investment channels of market investors,promote corporate financing and promote social and economic development.However,its complexity and concealment also bring many unstable factors and risks to the market.In view of this,countries in the world have passed different forms of corporate legislation to regulate it,in order to achieve its positive function,and effectively curb market risk.At the same time,how to regulate the behavior of equity entrustment is also an important issue in the process of company operation practice in China.So far,China has not issued a clear law to clearly define it.Although in 2014 the Supreme People's Court issued the "Regulations on Several Issues Concerning the Application of the Company Law of the People's Republic of China(3)"(hereinafter referred to as "Company Law Interpretation III"),it acknowledges the legal effect of the equity entrustment in principle,but its relevant provisions are too principled and operable,which makes it difficult to deal with the intricate judicial disputes arising from the equity entrustment in practice.At the same time,there is a heated debate on the issue of equity entrustment in the academic circle,and there is a big difference in the legal nature and functional understanding of equity entrustment,which further affects the legislative reform of equity entrustment.Based on this,this paper studies the legal issues of equity entrustment,with a view to providing beneficial ideas for the improvement of legislation on equity entrustment and the settlement of judicial disputes in China through in-depth theoretical and empirical analysis.The specific content of the introduction is divided into the following five parts:The first part introduces the basic theory of equity entrustment.This part mainly analyzes the following basic theoretical problems: including the concept and characteristics of equity entrustment,generation of equity entrustment,typological analysis of equity entrustment,significance of equity entrustment and legal risks of equity entrustment.By sorting out and analyzing the above basic problems,this paper tries to lay a necessary theoretical foundation for the demonstration of legal regulation of the equity entrustment in the following text.The second part is to analyze the legal nature and qualification of stockholder.This part firstly sorts out the legal nature of equity entrustment,and carries out theoretical analysis and summary from three perspectives: equity trust theory,equity agency theory and equity partnership theory;secondly,this paper analyzes the theory of shareholder qualification recognition in equity entrustment,focusing on the theory of formal elements,essential elements and compromise elements,based on the analysis of their advantages and disadvantages,this paper puts forward the viewpoints of this paper on the issue of shareholder qualification recognition.The third part is from the perspective of China's "Company Law","Company Law Interpretation III" and relevant departmental rules,to elaborate on some specific laws and regulations concerning the issue of equity holding in China,and accordingly Regulate existing legal deficiencies for analysis.At the same time with the judicial practice cases as a supplement,in order to more comprehensively demonstrate the legislative system for equity entrustment is not sound in the judicial ruling of the serious impact.The fourth part is a comparative analysis of the legal regulations of foreign equity entrustment.Specific respectively in Anglo-American law system of the United States and the civil law of Germany as an example,through to the related legal regulations,a detailed analysis of the two countries,expounds mainly through trust and expand the Anglo-American law system dormant shareholder's right to regulate corresponding equity positions,while the civil law countries on rights,appearance,and through to the shareholder registration to the way to improve their legal effect of notarization.On this basis,the author summarizes and analyzes the legislative experience and tries to seek for beneficial reference for the perfection of the legal regulation of equity entrustment in China.The fifth part puts forward some suggestions on the perfection of the legal regulation of equity entrustment from the overall perspective.This part mainly includes seven aspects,namely,clarifying the legal nature of the equity entrustment and the qualification of shareholders,strengthening the form and content regulation of the equity entrustment agreement,and strengthening the protection of the rights and interests of the unnamed shareholders,nominal shareholders and bona fide third parties in the equity entrustment.Through the improvement of the above seven aspects,the author intends to improve the legal regulation system of the equity entrustment behavior in China,better promote the financing behavior of the company,and inject strong power into the development of China's socialist market economy.