Analysis On The Effectiveness Of Shares Nomination Agreement Of Listed Companies

On March 21,2018,the Supreme People's Court retried the case of Yang Jinguo and Lin Jinkun's equity transfer disputes.It ruled that the equity transfer contract involved in the case was essentially a share holding agreement of listed companies.The validity of the contract should be determined comprehensively according to the relevant laws and regulations of listed companies and the Contract Law of the People's Republic of China.This case ultimately violates a series of regulations on the supervision of listed companies,some of which are clearly followed by the law,some of which belong to department rules but are authorized by law and do not conflict with the law.They are important guarantees for the interests of investors,and also necessary guarantees for social and public interests.Violation of Article 52,Item 4,of the Contract Law of the People's Republic of China and violation of the public interest of society are considered null and void.As for the validity of the shareholding agency agreement of listed companies,the judgment in this case has made a completely different judgment result from the previous similar cases.This paper adopts the legal method of combining legal analysis with case analysis to analyze the validity of the shareholding agency agreement of listed companies,and combines the relevant overseas legislation and practical experience to analyze the validity of the shareholding agency agreement of Listed Companies in China.Suggestions are put forward on the issue of identification.In the first chapter of this paper,starting with the discussion of the meaning of stock ownership,the types and causes of stock ownership of Listed Companies in the current market are summarized,and the legal analysis of different types of stock ownership behavior is carried out,and the institutional value of stock ownership behavior is further put forward.Chapter two classifies the judgments collected on the validity of the shareholding agency agreement of listed companies,and summarizes the angle and legal basis of the validity of the shareholding agency agreement of listed companies by case judges.Chapter three is about listed company shares generation validity analysis of the basic theories,mainly aiming at the Supreme Court in Yang Jinguo,Lin Jinkun shares transfer disputes the basis for analysis.Mainly includes two questions: how to identify the social and public interests as well as the Supreme Court in dealing with the case of mandatory provisions of applicable effectiveness legitimacy foundation.Concept of social and public interests is uncertain,so the court in the practice of using public interest clause wary.To deal with the problem of listed company shares generation effectiveness with agreement on how to accurately apply the social and public interest protection clause need to do further research and discussion.Chapter four combines the legal provisions and judicial practices of overseas listed companies,including the United States,South Korea and Hong Kong,China.It analyses the main laws involved in legislation and practice,and emphatically analyses the regulatory characteristics and legal regulation tendency of Hong Kong,China,to the listed companies' shareholding agency agreement,and further summarizes the improvement of the shareholding agency of listed companies in China.And the extraterritorial experience in validity determination of agreements.Chapter five puts forward some suggestions on the validity of the shareholding agency agreement of Listed Companies in China,mainly from two aspects of legislation and judicial practice.To sum up,from the case of the Supreme People's Court concerning the disputes over the transfer of shares between Yang Jinguo and Lin Jinkun,this paper points out that the result of the judgment is not appropriate and reasonable.By combing the previous judgments of relevant cases,this paper probes into and studies the validity of the shareholding proxy agreement of listed companies,and combines the relevant experience of legislation and judicial practice abroad to improve the stock of Listed Companies in China.Suggestions are made on legislation and judicial practice concerning the validity of this agency agreement.