On The Validity Of The Shareholding Agreement

The act of "holding shares on behalf of others" is a kind of existing state of stock rights which often appears in the joint stock limited companies of our country.It is based on the agreement of holding shares on behalf signed by the actual investors and the famous shareholders through consultation.However,in terms of legal regulation,there is no special written clause to restrict the effectiveness of such agreements.Because of the difference in essence between the joint stock limited company and the limited liability company,it is also not suitable to judge by reference to the validity of the equity holding agreement.In this paper,through the court’s judgments on such cases over the years,combined with the provisions of the department rules and regulations mentioned in the share holding agreement,from the perspective of legitimacy,comprehensive analysis of various factors of the effectiveness of the holding agreement.In order to properly discuss the validity of the agreement of holding shares on behalf of all kinds of joint-stock companies,this paper classifies the joint-stock limited companies,based on the common joint-stock limited companies,supplemented by the special types of financial companies and listed companies,and comprehensively referred to the "shares" in the company law,the equity management measures of insurance companies and other laws and regulations It is found that the agreement of share holding in joint stock limited company is negative under the judicial system of our country.After a series of analysis,it is confirmed that this situation is also in line with the objective development law of the current social market economy in China.However,in the specific judicial practice,because some clauses only exist in the "rules" that can not be directly used as the basis of trial,and in the final judgment conclusion,the judges generally think that the conflict with the rules "damages the social public interest",resulting in the embarrassing situation of "rules application".For such issues,the Supreme Court has made improvement in the latest law [2019] No.254 on the minutes of civil and commercial trial work of the national court,which is of great significance to avoid the emergence of the dispute judgment of "the effectiveness of the agreement of holding shares on behalf of the company limited by shares".