The Analysis Of Wang Chenghua V.the Real Estate Company Of Huangfang Hetai On The Shareholder Qualification

During recent years,disputes about dormant investor's legal status have became the hot spot in corporation law field.Interest in this topic has been on the rise in theoretical and practical circles,for it involves the protection of the dormant investor.Under this background,although <PRC Company Law> Provisions on Several issues(third edition)by the Supreme People's Court of China has preliminary provisions on the protection of the rights of the dormant investment,it is still likely to cause problems because of the abstractness when put into practice.The dormant investor has existed in China's legal practice for a long period of time,and the litigation caused by the division of shareholders qualification and rights between dormant investors and named investors thus is not rare.However,when handling this kind of problem,the court lacks a unified standard.The existing relevant laws and provisions do not cover the problems in practice,affecting the unity and authority of the judicature in China.Based on the analysis of the disputes between Wang Cheng and Anhui Fuyang Huafanghetai Real Estate Development Company Limited(hereinafter referred to as “Huafanghetai real estate company”)shareholders qualification,the thesis aims to identify the relevant concepts about dormant investor,probe into the application of law in judgment course of case,investigate the identification of the dormant contributors' shareholder qualification and give normative definition to the interests between named investor and dormant investor.Therefore,research approaches of combining theory with practice and theoretic explanation with example demonstrations are adopted.At last,the author summarizes the defects of the legislation in our country and puts forward some suggestions for the improvement of the legislative practice.The dispute of shareholders' qualification between Wang Cheng and Huafanghetai real estate company is relatively one of the most complex and typical cases in practice.By analyzing the case involving the legal relationship,the thesis sums up the focus of controversy,and discuss issues related to dormant investor.This paper is divided into four parts:The first part introduces the background.Based on the analysis of the case,the thesis probes into the focus of controversy and the legal and factual reason for the success of dormant investor by resorting to the result of judgment of Anhui Provincial Higher People's court and the Supreme People's court.The second part puts forward the general theoretical problems based on the above discussion,which includes the following three aspects:(1)to discuss the legal relationship between dormant investors and explicit investors,and thus help to apply law in an accurate way and prevent risk;(2)to set out the disagreement basis about the identification of the dormant contributors shareholder qualification and summarize the more comprehensive and reasonable standard on the qualification of shareholders by comparing and analyzing the opinions of different scholars;(3)to explore question of reality facing the qualification and equity distribution of shareholders from the perspective of judicial practice,and further point out existing problems of legislative practice.The third part is for the expansion and deepening of the second part,the necessary and proper extension,through this part of the dormant shareholder qualification disputes typical case review,focus on discussion of basic Wang shareholder qualification case law,the type of dormant shareholder qualification in accordance with applicable law problems,summed up dormant shareholders qualification judgment remodeling ideas,the applicable law to deal with such problems clear,unified judgment basis,perfect procedure.The fourth part summarizes the defects of shareholder qualification in the process of China's legislation,and puts forward some suggestions for the improvement of the legislative practice.The defects are mainly reflected in the following three aspects: firstly,effect of evidence about identification of dormant shareholder's qualification is,in certain degree,not that clarified;secondly,legal relationship of stock ownership between dormant investors and named investors is a little vague;thirdly,investment interests and shareholder equity are not distinguished in a clear way in The Explanation of the Company Law(three).