Judicial Determination Of Cancellation Right In Equity Transfer Contract

Equity trading is different from the general commodity trading,because of its unstable market price and may involve multiple legal relations,so this kind of contract dispute is more complicated.It is necessary for the development of the socialist market economy to improve the legislation of the disputes of the equity transfer contract.Based on a real case study,this paper focuses on the identification of shareholder qualification,the constituent elements and identification standards of obvious unfairness in the proxy shareholding relationship.On the one hand,it makes a comprehensive analysis and Discussion on the identification of shareholder qualification in the proxy shareholding relationship.On the other hand,it makes an in-depth study on the constitutive requirements and identification standards of obvious unfairness.And then determine whether the actual investor in this case has the subject qualification to apply for revocation of the equity transfer agreement,and whether the equity transfer agreement in this case has been revoked because of the obvious unfairness.Through the analysis of the two different standards of shareholder qualification: "substantial elements" and "formal elements",this paper holds that the nominal shareholder in the proxy shareholding relationship should be affirmed to have the right to the shares in his name,while as the actual investor,although he does not have the shareholder qualification,he can claim the right of return on investment from the nominal shareholder,and the "investment rights" here should be and should be It is only limited to the beneficial right of assets and the right to claim the residual property,which are property rights in essence.Through the analysis of the two different views on the constituent elements of the system of apparent unfairness,that is,the theory of "double elements" and the theory of "single element",this paper holds that the constituent elements of the system of apparent unfairness should be applied to the theory of "double elements",that is,it should be considered comprehensively by combining subjective and objective elements.At the same time,in the analysis of the objective elements,that is,whether there is a serious imbalance between treatment and payment,we should consider both qualitative and quantitative aspects.First of all,it analyzes whether the payment price itself is beyond the limit permitted by law.If it does not meet the legal standard,it generally constitutes obvious unfairness,but there are also cases that it also constitutes obvious unfairness when it meets the legal standard.Specifically,it should also consider the nature,purpose,trading habits,industry particularity and other factors of the contract.