Research On The Protection Of The Rights And Interests Of Actual Investors In Equity Holdings

As a new type of capital contributions,shareholding entrustment can be based on the agreement between nominee shareholders and actual investors,to achieve the separation of nominal owners of the shares from actual owners of the income,and the separation of equity managers from interest owners.It meets investors’ needs of hiding themselves behind the company’s registers of shareholders and business registration documents,but at the same time it will further complicate the legal relationship and increase the difficulty of dispute resolutions.In addition,the legislation of China’s shareholding is still incomplete,which has caused certain obstacles to the rights and interests of all parties.Among them,the disputes concerning the determination and exercise of the rights between actual investors and nominee shareholders are the most prominent ones.China’s current law follows the Rechtsschein Theorie and contractual relativity.It only makes provisions for actual investors’ rights of investment income,conditions for naming,and the corresponding dispute settlement methods,while without affirming their qualifications as shareholders.Apart from that,the lack of legislation has resulted in the fact that actual investors can only claim rights in accordance with the general provisions of the contract law and the basic principles of civil law on many issues.And it is inevitable that judicial standards can be inconsistent.Therefore,based on the grasp of the basic theory of actual investors,it is of necessity to enhance the right protection system of actual investors.This paper consists of three parts: the introduction,main body and conclusion.The main body can be roughly divided into four chapters.The first chapter is about some fundamental theories of the actual investor.Ground on the introduction of the connotation of the actual investor,a typed analysis is performed on actual investors according to whether it constitutes a circumvention of specific laws,national policies,the company’s articles of association,and whether the shareholders’ rights are exercised in the course of the company’s operations.The second chapter analyzes the obstacles to the protection of the rights of actual investors from the perspective of legislation in China.After analysis,the lack of legislation on the protection of actual investors’ rights is mainly reflected in the determination of actual investors’ legal status,the protection of actual investors’ rights after the shareholding agreements are invalidated,the naming of actual investors,and the realization of actual investors’ rights after the passive share transfer.The third chapter analyzes the obstacles to the protection of actual investors’ rights from specific judicial cases.It is embodied in four aspects: the naming of actual investors,the transfer of nominee shareholder’s shares,actual investors’ objections to executions,and shareholding entrustments of the listed companies’ issuers.The fourth chapter is about the improvement of the actual investors’ rights protection system.Through the reference to the common law system and other countries of civil law system,as well as to the relevant regulations in China,this chapter seeks to improve the protection of legitimate rights and interests of actual investors from the two aspects which are strengthening the legal regulation of the shareholding entrustment agreement and the reference of the trust.