On The Definition Of Goodwill In The Acquisition Of Stock Rights In Good Faith

The construction of the system of bona fide acquisition of stock rights is to solve the disputes arising from the transfer of stock rights of limited liability companies in concrete practice.The main purpose is to protect the dynamic transactions in the market and to promote the efficiency of the market,in the company law and Civil Code,the application of the system of bona fide acquisition of stock right is stipulated,and the application of the system of bona fide acquisition in the transfer of stock right is established.With the support of the law,the specific judicial practice has made a breakthrough,but also encountered a certain amount of corresponding difficulties.The main reason is that the provisions on the system of bona fide acquisition of shares in the current law basically remain at the level of legislative techniques and norms,insufficient consideration is given to the great differences between stock rights and real rights in terms of change patterns,public demonstration patterns,goodwill time nodes and so on,resulting in the process of defining goodwill in the acquisition of stock rights,there are some problems,such as unclear appearance of right,ambiguous determination of time node and imperfect distribution of burden of proof.The definition of goodwill in the acquisition of stock rights is very important,which is mainly reflected in the protection of the security of the stock rights transaction in the market and the protection of the trust interests of the third party,has made the outstanding contribution for the entire market economy efficiency promotion.However,due to the unclear definition of goodwill,it is necessary to further discuss the system of acquisition in good faith.In the construction of the system of bona fide acquisition of stock rights,the appearance of stock rights has not been clear and has been questioned.The definition of good faith is based on the explicit appearance of stock right,and the explicit appearance of stock right is directly related to the distribution of the burden of proof in good faith.Thus,the definition of good faith in the acquisition of equity in good faith mainly includes three very important factors: the appearance of rights,the time node of good faith,the burden of proof.Among them,a clear appearance of rights can provide an important prerequisite for the determination of bona fide,and a clear definition of the time node of bona fide is a necessary condition in the determination of bona fide,on this basis,the burden of proof in good faith will be improved,can provide the necessary condition support for the good faith determination,in order to further clarify the stock right good faith acquisition in the good faith determination standard.