On The Issue Of Termination Of Equity Transfer Contract

Since entering the new era,the development of the company is changing with each passing day.In order to promote the circulation of capital and the management of the company,the trading of equity as the subject matter is becoming more and more frequent.The Company Law has a special section to set up the relevant restrictive provisions for the transfer of the company's equity in order to maintain the security and order of the legal equity transaction.But the Company Law and its related judicial interpretation are not directly stipulated for the equity transfer contract,which is a written legal document of the parties to the equity transfer agreement,so the application of the relevant laws and regulations has been debated.This article is based on the Supreme People's Court issued No.67 guidance case as a starting point to start the installment of equity transfer contract rescission related legal issues.It is not difficult to find that the guiding value of guidance case No.67 is to unify the judgment standard of installment purchase and sale,to be cautious about the termination of installment equity transfer contract and to strictly abide by the principle of good faith,but there are still some regrets about the resolution of installment equity transfer contract.According to this,the main problems to be solved in this paper are the general legal attributes of the termination of the installment equity transfer contract,the conditions for the exercise of the right to terminate the installment equity transfer contract and the restrictions.Combined with the general attributes of the termination of the contract and the particularity of the installment transfer contract,and the relevant provisions and theoretical research of the company law,the installment equity transfer contract has the following legal attributes from the premise of the termination of the contract,the occurrence of the termination to the result of the termination: first,the premise of the termination is the established and effective installment equity transfer contract,with special transaction subject,subject matter and delivery;second,the conditions for the termination of the contract apply the relevant provisions of the Company Law and the contract Law;third,the termination of the contract involves the restoration of the original state involved in the termination of the contractual relationship,but also has an impact on the equity and equity of the company and its shareholders.The combing of these attributes lays a theoretical foundation for studying the conditions and limiting factors for the termination of the installment equity transfer contract.From the legal attribute,whether the contract of equity transfer of installment payment can be terminated,it is necessary to comprehensively examine the provisions of the Company Law on the transfer of equity,the provisions on the termination of the contract in the general principles of the contract Law and the provisions of Article 167 of the sub-rule of the contract Law on the purchase and sale of installment payment.Article 167 of the contract law can be applied when dealing with the contract of equity transfer in installments,in combination with the status of the ownership of the contract in question at the time of its dissolution,whether it satisfies the characteristics of the general installment purchase and sale.If the characteristics of the general installment sale are not satisfied and the provisions of article 167 cannot be applied,the applicability of article 94 of the Contract Law is reconsidered.If the provisions of section 167 of the Contract Law are met,or the provisions of section 94 of the Contract Law are met,the provisions of the Company Law on the conditions for equity transfer need to be considered.The right of the parties to terminate the contract of equity transfer of installment payment is also restricted and cannot be abused.This paper analyzes the interests balance in judicial decision from three aspects: the measurement of the main interests of the parties,the restriction of the choice of rights and the social effect of the termination of the contract.In the case that the protection of the interests of the parties to the contract,the common interests of the contract and the interests of the company is difficult to coordinate,the interests of the equity transferor in installment should be protected first from the risk of risk Moreover,as far as contractual obligations are concerned,the main obligation of the installment equity transfer contract is the obligation to pay the equity transfer money borne by the equity transferee.And when the equity transferee cannot pay the equity transfer,it needs to protect the interests of the company,unless the company or other shareholders are willing to pay the equity transfer price,there is no reason to exclude the exercise of the right to cancel the installment equity transfer contract.In a word,the interests of all parties should be comprehensively measured when the installment equity transfer contract is terminated,and the modesty of the termination right of the installment equity transfer contract should be maintained.