Research On Protection Of The Rights And Interests Of Nominal Shareholders In The Balance Of Interests

Since the birth of the company system,the nominal shareholders hold shares instead of the actual investors,this phenomenon of anonymous investment has never stopped.Although it has a certain positive effect on encouraging investment and promoting the economy.However,it has blurred the internal and external relations of the company,and has been a difficult problem for theoretical research and judicial practice.From the Company Law and the Company Law Judicial Interpretation(3)Law,there are only a few legal provisions to define the relationship between the two,and the legal provisions only define how to protect the rights and interests of actual investors.As the other party to the contract,how to protect the rights and interests of nominal shareholders is rarely mentioned.Nowadays,due to some defects in our law,the theoretical understanding is different,the practice is different,and the handling of related cases is quite controversial.In judicial practice,although the relationship between the nominal shareholder and the actual investor is defined by the parties to the contract,the dispute with the company and the third party is not simply defined as the fault between each other.How the nominal shareholders bear the corresponding responsibilities is more detailed in the law and there are many judicial cases in practice,which is more difficult to solve when their rights and interests are violated.How to determine the identity of nominal shareholders;how to deal with the relationship between nominal shareholders as registered shareholders of the company;how to deal with the behavior of actual investors when infringing on the rights and interests of nominal shareholders;how to deal with the relationship between nominal shareholders and third parties.In the years after the "Judicial Interpretation of Company Law(3)" came out,the theoretical research on how to protect the rights and interests of actual investors has been deeply analyzed by researchers in the theoretical circle,and has been well used in judicial practice.As a nominal shareholder,people think that because commercial law follows the principle of appearanceism and pays attention to the protection of bona fide third party interests,nominal shareholders are more vulnerable to protection.In fact,we can see that in the act of equity holding,in addition to the actual investors themselves may bear a greater risk,the rights and interests of nominal shareholders may also be infringed.For example,because the identity of nominal shareholders is one of the prerequisites to solve other problems,in theory and practice,how to determine the identity of nominal shareholders is an important issue that has been debated and dealt with in practice since anonymous investment.When theinvestor fails to perform the management obligation to the company,the nominal shareholder,as the shareholder of the company,has the legal obligation to assume the responsibility of managing the company,while in practice the majority of the actual investor and the nominal shareholder only bind the parties by the equity acting agreement.The Law on Judicial Interpretation of Company Law(3)stipulates that the legal creditors require the nominal shareholders to bear the responsibility according to the agreement signed by both parties,and the latter can not resist the argument on their own status.At this time,the nominal shareholders can demand the actual investors to bear the responsibility according to the agreement signed with the actual investors,but the actual investors may The possibility of refusing to pay will also affect the legitimate rights and interests of the nominal shareholders themselves,and may also bear greater risks;and the nominal shareholders will not only conflict with the actual investors,but may also have different disputes with the company,the third party.In the theoretical discussion and practical practice,it is very important to distinguish the legal relationship between nominal shareholders,actual investors,companies and third parties under the corporate system.When there is the phenomenon of nominal shareholders holding shares on behalf of shareholders,taking nominal shareholders as the first angle of view,this paper analyzes the background and existing problems of this phenomenon,analyzes the current judicial situation in our country through the method of comparative study,takes the protection of nominal shareholders' rights and interests as the starting point,supplements and amends the company system,balances the multi-party rights relation subject,and promotes the better development of the company system.