Study On The Return Of Property Rules For Invalid Equity Transfer Contracts

As a typical commercial contract,the equity transfer contract faces more complicated legal effects and return rules after being recognized as invalid than the general contract.It is also rarely considered and analyzed from the perspective of commercial thinking.Throughout China’s civil and commercial legislation,only Article 157 of the Civil Code of the People’s Republic of China provides for the return after the invalidation of the equity transfer contract,and the ambiguity and uncertainty of the semantics of the Article itself undoubtedly brings more challenges to the return after the invalidation of the equity transfer contract,which is already complicated.At the same time,since the Supreme Court issued the judicial practice involving the release of equity transfer contracts,which showed that the organic law has restricted the conditions for the release of contracts,and the subsequent decisions on equity transfer contracts have gradually paid attention to commercial thinking,it is reasonable to implement commercial thinking in the return of invalid equity transfer contracts in the same system,in order to maintain the internal consistency of the law and balance the interests of both parties to the equity transfer,with a view to In order to avoid the imbalance of interests between the two parties,it is necessary to implement the commercial thinking in the return of invalid equity transfer contract in the same system,so as to maintain the internal consistency of the law and balance the interests of both parties to the equity transfer.In this paper,we analyze the existing rules on the return of invalid equity transfer contracts in China,and discuss the impact of the return on the basis of the special characteristics of equity,and explore the construction and improvement of the return of invalid equity transfer contracts through normative analysis.This paper starts from the following four parts.The first part starts from the empirical statistics,and conducts statistics on the decisions of invalid equity transfer contracts in China’s judicial practice,summarizes and sorts out the problems existing in China’s current judicial practice regarding the rules of property return after the invalidation of equity transfer contracts,and summarizes the problems in a statistical way.The second part starts from the consistency of the equity transfer contract system,compares the differences and similarities between the invalidation of equity transfer contract and the return of contract release,and clarifies that the return of equity transfer contract after invalidation needs to maintain the internal system consistency with the release in the first place,and also needs to face the conflict from the organic law level.In the third part,theoretical arguments are made from the special features of the equity transfer contract itself,including the special features of the equity itself,the inconsistency of the equity change model,and the restrictions of the organic law on the contract law,and the special features of the equity value measurement.By exploring these peculiarities and combining them with the empirical evidence,we hope to improve the construction of the path of the rule of return after the invalidation of the equity transfer contract.In the fourth part,on the basis of the first three parts,we analyze the specific situations of return after the invalidation of the equity transfer contract,and firmly grasp the peculiarities of the equity transfer compared with general contracts,in order to improve the construction of the path of its return.