Research On The Protection Of The Rights Of The Anonymous Investors In The Enforcement Of The Rights Held On Behalf Of Others

Anonymous capital contribution is widely used as a way of capital contribution recognized by law.Although the judicial interpretation affirms the validity of the agreement of holding shares on behalf of others,the complexity and concealment of anonymous capital contribution make a large number of disputes in practice have not been effectively resolved.,in the enforcement of proxy shares not based on the equity transaction itself,the anonymous investors raise objections to the enforcement,and whether the court should support the issue.In judicial practice,the main reasons are the application of the right appearance restrictions and the limited confrontation of internal agreements.One view is that creditors who are not based on equity transaction do not belong to the third party protected by the company law,and there is no trust interest to be protected in the enforcement action.As the actual investor,the anonymous investor can exclude the enforcement applied by the third party.Another point of view is that commercial appearance is based on appearance facts,as long as the reasonable trust interests of the third party should be protected.And the equity holding on behalf of the third party only has the internal effect,for the external third party,there is no binding force,and the trust interests of the third party in good faith should be protected.In order to clarify the disputes in the judicial judgment and the differences in the application of law,and put forward suggestions for the protection of the party whose rights are damaged,the author puts forward the situations of different kinds of cases through the analysis of the cases,deeply analyzes the dispute focus of the reasons why the judicial judgment supports different interest subjects,and brings it into the academic discussion,and concludes that the judicial judgment should give priority to the protection of the third party’s rights in similar cases.At the same time,the author puts forward some questions about the protection of the rights and interests of the anonymous investors,and thinks that even if the priority is to protect the interests of the third party,the relative balance of the interest’s protection should be achieved,and the rights and interests of the anonymous investors should not be ignored.At the end of the paper,some suggestions are put forward to improve the judicial judgment and the protection of anonymous investors.This paper consists of five parts.The first part is the introduction,the main content of which is the proposal of the research questions in this paper.At the same time,it combs the main research status at home and abroad related to this paper,and summarizes the research roadmap of this paper.The second part,based on the empirical research,collects the court’s judgment and ruling documents of similar cases in recent years,analyzes them in the form of charts,and summarizes the opinions and attitudes of similar cases in judicial practice.Then it combs the main divergent focus of different judgments,and makes a comparative analysis of the reasons for the main divergent points when the court judges the case.And from the differences of the case itself to do the type analysis,distinguish the fact conditions that have a greater impact on the judgment of the case.Finally,it summarizes the problems existing in the current judicial practice in the trial of enforcement cases of holding shares on behalf of others.The third part aims to clarify whether the anonymous investor can resist the application of the third party’s enforcement with the action of objection to enforcement by analyzing the focus of the judicial practice.Firstly,it analyzes the application of the third party in the third paragraph of Article 32 of the company law,secondly,it analyzes the application of the commercial appearance doctrine in the enforcement of the rights held by proxy,and finally,it analyzes the protection of the rights of the enforcement entity and the orientation of the judgment value.Through the exploration of the above three aspects,it is clear that the protection of the rights of the third party should be the priority of reasonable judgment.And further leads to the consideration of the rights and interests of anonymous investors,whether all cases should be protected by a third party without priority,and whether anonymous investors also need to be protected.The fourth part aims to distinguish the special circumstances by discussing the rights and interests of anonymous investors,which should be protected.First of all,it discusses the rights of anonymous investors.Because the current laws and relevant judicial interpretations do not clearly define the status of anonymous investors,it is necessary to explore the status of anonymous investors.Distinguish the specific rights of anonymous investors under different circumstances.Secondly,it discusses whether the rights of dormant investors suffer from the loss due to the enforcement of holding equity on behalf of them,whether the loss is the investment risk that dormant investors should bear by themselves,or whether it should be protected.The fifth part aims to put forward optimization suggestions through the above problems in the enforcement of judicial decisions.Mainly from the legislative,judicial and anonymous investors themselves three aspects of the proposed measures.In legislation,we should regulate the blank and lack of current laws,and make clear the judicial interpretation of fuzzy areas.In the judicial aspect,the court needs to distinguish different situations when trying such cases.In general,the court should give priority to protecting the rights of the third party and protecting the application of the third party for compulsory execution;in special cases,the court should take the protection of the interests of the anonymous investors as the primary choice,so as to protect the rights and interests of such anonymous investors.On the level of anonymous investors themselves,it puts forward that anonymous investors should take precautions before entrusting them to hold shares on behalf of others,so as to avoid possible infringement of rights or minimize the degree of damage to rights.Based on the above-mentioned damage of the rights of anonymous investors,this paper puts forward opinions and suggestions on the improvement of judicial trial and the protection of the rights of anonymous investors,with a view to promoting the development of commercial transactions through the rational use of anonymous investment,rather than increasing the burden.In this paper,through in-depth analysis of the above issues,clarify the internal logic,combined with theoretical research,put forward feasible suggestions.In order to clarify the judicial attitude,unify the judgment standard,give the public a clear understanding,and ensure the steady operation of anonymous investment.