Disposal Of The Equity Invalid Equity Holding Agreement

Equity holding,as an important mode of equity setting,now widely exists in the operation of companies.The specific pattern is as follows: the actual capital contributor makes capital contribution anonymously and uses a nominal capital contributor as a shareholder;the actual capital contributor is not obvious to the public;the shareholders recorded in the company’s shareholder register and the company’s industrial and commercial registration are nominal capital contributors.Equity holding plays an important role in promoting corporate financing and socioeconomic development,but it also brings many unstable factors because of its complexity and concealment.How to regulate the stockholder’s rights is an important problem in the operation of our company.Up to now,our country has not promulgated a clear law to regulate it.With respect to the validity of an equity holding agreement,especially the invalidity thereof,although the Supreme People’s Court has promulgated the Provisions on Several Issues concerning the Application of the Company Law of the People’s Republic of China(III),but it’s just an instructive provision.In practice,how to judge the validity of the agreement is still vague,and there are different views in theory and practice.There are often different judgments in the same case.Also,the issues such as the determination of the invalidity of the equity holding agreement and the consequences after the invalidity remain disputed.Therefore,the handling of the invalidity of the equity agreement needs to be studied.Based on the comprehensive theory and trial practice,this paper sums up the above problems,and discusses the issues related to the invalidity of equity proxy agreements,so as to provide a modest solution.Apart from the introduction and conclusion,this paper is divided into three chapters.Chapter Ⅰ is mainly for the determination of invalidity of equity holding agreement.Firstly,according to the characteristics of the equity holding agreement,the basic principles of invalidation of the equity holding agreement are explained.The first is through the analysis of the existing laws and regulations in our country,pointing out the normative basis for the invalidation of the holding agreement,as well as the points to be noted,including the impact of the regulatory documents on the validity of the holding agreement,as well as the mandatory provisions and judgment standards for violation of public order and good customs——Measuring the real benefits.Finally discussing the invalidation of the typical equity holding agreement.Chapter Ⅱ concerns the return of invalid equity holding agreement.First of all,the ownership of shares after the invalidation of the agreement,this paper briefly introduces the mainstream theories such as substance theory,form theory,compromise theory,etc.,and then gives the identification of the ownership of shares in this situation.,and then gives the identification of the ownership of shares in this case.Next,it focuses on the return of capital and distribution of value-added benefits.Firstly,it points out that the capital contribution can not be returned arbitrarily at this time,otherwise it will constitute a flight of capital contribution.The issue of repatriation of capital can be handled in accordance with the provisions of unjust enrichment.As for the distribution of value-added benefits,it is not a natural consequence after the invalidation of a proxy agreement,but is based on the principle of fairness,in order to balance the interests of the parties.Chapter Ⅲ is the issue of compensation for damages after the invalidity of the equity holding agreement.Pointing out the nature of damage compensation,compensation scope and so on.It points out that the damage compensation after the invalidation of the holding agreement is a kind of contractual fault liability.Then indicating that the negligence does not affect the establishment of damage compensation here,and the injured person can still request damage compensation.Later,it points out that the compensation for damages is a trusting interest,including the losses suffered and the lost benefits,and the scope of compensation is not necessarily limited to the performance of benefits,and should be judged according to the specific circumstances.