Research On The Legal Effect Of Equity Holding

In 2011,the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of the Company Law of the People’s Republic of China(III)(hereinafter referred to as the Judicial Interpretation of the Company Law III)stipulated the validity of the equity holding agreement,the ownership of investment rights and interests,the procedures for the appearance of anonymous shareholders and the protection of external third parties.In 2019,the Minutes of the National Court Civil and Commercial Trial Conference(hereinafter referred to as the Nine People’s Minutes)refined the famous elements.The two provide a basis for judicial trials.However,due to the hysteresis of the law and the unitary provisions of the law,it can not deal with the complicated disputes in the reality,and the relevant legal issues of ownership proxy can not be well solved.Therefore,this article takes the definition of the nature of equity holding as the starting point and systematically studies its internal and external legal effects.Specifically,we will focus on several key issues such as the acquisition of shareholder qualification,the assumption of defective capital contribution,the preferential purchase right of other shareholders,the enforcement by third parties,and whether the hidden shareholders can exclude enforcement,in order to provide a theoretical reference for the resolution of legal issues related to equity holding in the company law.Specifically,this paper is composed of four parts besides introduction and conclusion.The first part mainly analyzes the legal nature of equity entrustment,expounds the interpretation of the nature of equity entrustment and the choice of the path,discusses its fit with the theory of fiduciary relationship and the three-dimensional legal relationship under the regulation of the trust principle,and establishes the theoretical vision and basic principles for solving the disputes of equity entrustment in the legal system.The second part mainly analyzes the internal legal relationship of entrusting ownership,that analyzes the rights and obligations of both entrusting parties under the principle of trust,which is the theoretical basis for the execution objection.The third part discusses one of the external legal effect,the legal relationship between the company and other shareholders.This paper mainly analyzes whether the entrustment parties have the shareholder qualification,whether they enjoy the investment income right of the trust equity,how to bear the liability of the defective investment when the trust agreement is not fully implemented,and whether the invisible shareholders can file derivative lawsuits,so as to provide theoretical help for the settlement of disputes between the entrustment parties and the company and other shareholders.The fourth part mainly discusses the conflict of interest between the external legal effect of equity entrustment and the third party.After defining the scope of the third party,the author qualifies the behavior of the two parties to dispose of the equity,and deeply studies the problems of the third party compulsory execution and the exclusion of the compulsory execution by the unknown shareholder.Then it studies whether the acquisition in good faith is applicable or not and the application of cosmetics in order to balance the interests of the hidden shareholder and the third party and maintain the efficiency and fairness of the transaction.