An Empirical Study On The Protection Of Dormant Investors’ Rights And Interests

In today’s world economic life,there is a way to stimulate civic investment,promote the secret development of economic development,that is,dormant investment.For a long time,China’s law lacks guidance on omission investment.Scholars have different views on the legal nature of the implicit investment problem.In practice,there are a lot of disputes caused by dormant investment.China’s laws and regulations do not specify the implicit investment,only in the "Supreme Court on the application of the" People’s Republic of China Company Law "a number of issues(three)"(hereinafter referred to as the "Company Law Interpretation of three")provides a hidden the name of the investor to the nominal shareholder of the conversion requirements,the nominal shareholders and the implied investor benefits,the nominal shareholders of the transfer of equity and other provisions."The law is clearly beneficial to the maintenance of rights",the law does not clearly lead to the court in dealing with disputes in the field of ominous investment is somewhat stretched,improve the investment in the field of dormant investment long way out,the legislature should be taken seriously,Promote legislative work in related fields.There are two levels of legal relationship in the process of dormant investment.The first level is the legal relationship between the nominal shareholder and the dormant investor through agreement.The second level is the dormant investor.The name of the name of the shareholders to the company funded the formation of the investment legal relationship,the first layer of the initial investment contract legal relationship is the basis of the second layer of investment legal relations.Therefore,this article focuses on the subtle investment of limited liability companies,selects a typical case in this field,analyzes the nature of the legal relationship between the dormant investment,and then discusses the criteria for determining the qualification of shareholders,and puts forward the use of the implicit investment equity trust system Suggestions on Protecting the Interests of dormant Investors.The full text is divided into four parts,the main contents are as follows:The first part,the typical case of the infringed investor ’s rights and interests and legal issues.This part analyzes the key issues from the case of the classic case triggered by the implicit investment,and summarizes the main reasons for the limited interest of the dormant investors from the focus.The nature of the implicit investment contract is difficult to be determined and hidden The status of the investor’s shareholder is not clear.The second part,.identification of the nature of dormantinvestment contract.This part mainly analyzes the advantages and disadvantages of using the equity trust system,agency system and partnership system to construct the dormant investment,and draws the conclusion that it is more appropriate to improve the rights and interests of the dormant investors in China by referring to the equity trust system.The third part,the implied investor qualification.In this chapter,we mainly discuss the criteria for the qualification of dormant investors.There are three kinds of views on the standard of cognition: one is the difference between doctrine,the other is the theory of truth,the third is the theory of form,the three viewpoints have their flaws.In addition,the author also analyzes the provisions of the Company Law of the Company in respect of the qualification of the shareholders of the implied investors,and points out the shortcomings.On this basis,the standard of "formal amendment" is put forward.The fourth part,the dormant investor protection should be selected.The implicit investment has similarity with the trust.Under the circumstance that the legal stipulation is not perfect and can not be urgently regulated by legislation,we can refer to the practice of Anglo-American law system,that is,apply the trust system in the field of omission investment.And the legal relationship between the subjects involved,and demonstrate the feasibility and necessity of applying the trust system in the field of ominous investment.At the end of this paper,the author focuses on the necessity of standardizing the agreement between the dormant investor and the nominal shareholder,and on this basis,standardize the investment system of the implied investment equity trust,so as to protect the dormant investors right.