Liability For Warrant Of Defects In Share Deal Of Limited Liability Companies

Share deal is one of the important means for modern enterprise mergers and acquisitions.Various defects often occur in equity trading,such as the pledge of equity or defects in various properties belonging to the enterprise.How should these defects be handled? The law does not have corresponding special provisions,but only applies with reference to the relevant provisions of the sales contract.Therefore,this article intends to discuss how domestic and foreign related theoretical theories,judicial practices,and legislative provisions introduce and analyze how the defective guarantee liability provisions should be applied to equity trading.The main contents of this article are as follows:Chapter one puts forward the problems that need to be solved in this paper,reveals the value and significance of studying this problem,combs the relevant literature,and summarizes the innovation of this paper.Chapter two clarify the relevant basic concepts of the defective warranty liability system.Chapter three discusses the general issues of applying the defective guarantee liability system in equity trading.Firstly,clarify the relevant concepts of equity trading and applicable laws and regulations.And than,it discusses the general application of the defective guarantee liability rules in equity trading,which is divided into two parts: the application of the defective guarantee liability rules for rights and the defective guarantee liability rules for things in equity trading.Regarding the application of the right defect guarantee liability in the sale of equity,this article believes that there is a situation in which the third party claims the right burden on the payment target mentioned in this article.It is the rules of the guarantee responsibility for defects in goods.The second is the application of the defective guarantee liability rules for things in equity trading.When the equity itself has defects,such as dividend rights and voting rights that are inconsistent with the agreement,this article believes that the defective guarantee liability rules for things can be applied in this case.Comprehensive judgments based on the relevant provisions of the warranty liability for defects of the goods shall apply.Chapter four discusses the difficult issues of applying the defective guarantee liability system in equity trading.At first,the absence of equity and the defect of the transferor ’s shareholder qualifications or ownership of the right are not defects in equity,and the seller shall not be liable for defects.Finally,it discusses a question of whether the seller of equity trading should bear the responsibility for the flaw guarantee for the flaws in the assets of the enterprise.This article describes in detail the two opposing views of German law and evaluates them.At the same time,according to the actual situation of the country,it puts forward its own views and combines the cases for evaluation.This article believes that the buyer and seller of equity can make a special agreement on the state of the enterprise’s assets.If the agreement is violated,the seller shall bear the responsibility for breach of contract.In the absence of a special agreement,in principle,the equity transferor does not assume the responsibility for the defect guarantee when the enterprise ’s assets are defective.Only under special circumstances can the equity transaction be treated as if it were an asset transfer.Defects existing in the assets assume corresponding liability for the guarantee of defects.Chapter five expounds the legal effect of China’s guarantee liability,combined with the specific situation of equity trading.Chapter six summarizes content of the full text.