Research On Disputes Of Equity Transfer In The Case Of "Holding Shares"

As an important commercial organization in today's society,limited liability companies have very common equity transfers.Under the background of rapid economic development,the phenomenon of holding shares on behalf of the company continues to emerge,and related equity disputes also occur from time to time.Stock holding refers to the fact that although the nominal shareholder has not actually contributed capital,it is stated in the company documents and industrial and commercial registration that he is a company shareholder,and the actual investor,although actually subscribed for the company's capital contribution,is not registered in the company's documents and industrial and commercial registration as Company shareholders.Based on the nature of separation of name and fact,in practice,there are endless disputes arising from the ownership of equity due to the unauthorized disposal of shares by nominal shareholders,third parties,and even other shareholders of the company.The discussion of equity ownership cannot be separated from the evaluation of the disposition of nominal shareholders,and then involves the judgment of shareholder qualifications in the case of equity holdings,and the determination of shareholder qualifications in the case of equity holdings is exactly controversial and inconclusive problem.Based on the disposition of shares by nominal shareholders with a legitimate right appearance and in order to protect a third party's behoove believe on this appearance of rights,a good faith equity acquisition system was introduced.The equity acquisition system in good faith is a new system formed by embedding the relevant rules of the property rights acquisition system in equity.The Supreme People's Court "Provisions on Several Issues concerning the Application of the Company Law of the People's Republic of China(3)"(hereinafter referred to as the "Company Law Interpretation 3 ")established the stipulation of good faith acquisition of equity refer to the stipulation of good faith acquisition of real rights,but because of the fundamental difference between the transfer of real rights and thetransfer of equity,this provision has caused a lot of controversy in the academic world.At the same time,due to the complexity of the shareholding behavior and the related laws and regulations regarding the identification of shareholder qualifications in the shareholding behavior,there are discrepancies,leading to the theoretical and practical application of the goodwill acquisition system for equity transfer disputes in the case of shareholding..Existing laws and regulations do not seem to give a reasonable sense of equity to obtain equity in the case of proxy holdings,so that a good equity dispute resolution mechanism has not been formed in judicial practice.This paper selects a typical case and locks the perspective on the three focuses of the case: the qualification of shareholders in the case of holding shares,the validity of the equity transfer agreement,and whether the third party can obtain the disputed equity in good faith.Trying to sort out the conclusion that best fits judicial practice and balances the legitimacy of the theory from various mainstream viewpoints can not only provide unified guidance for facing such dilemmas in judicial practice,but also help to straighten out the current legal provisions Inner logic.In the end,this paper advocates to identify shareholders' qualifications based on different types of shareholding behaviors under the framework of "formal revisionism",and then clarify the corresponding ownership.At the same time,through the full text of sorting out equity transfer disputes,we explored the shortcomings of the company's corporate system arrangement and corporate legal system design in China,and we need to amend the relevant requirements to reduce the disputes about the application of Article 25 of "Company Law Interpretation Three" The balance between the protection of the trustworthiness of third parties and the protection of the interests of actual investors.