Research On The Legal Issues Of Rescission Of Share Transfer Contract

After the No.67 guiding case issued by the Supreme People’s court,the termination of equity transfer contract has aroused widespread concern in academic and practical circles.As equity is the "complex" of property rights and identity rights,and the performance of equity transfer contract will have an impact on the subjects other than the parties to the contract,such as the company itself and the third party who deals with the company,so the dissolution of equity transfer contract is bound to be different from the dissolution of sales contract with pure property attribute.Although the content of equity transfer and the effectiveness of its contract have been rich in theoretical research,the issue of rescission of equity transfer contract has not been paid enough attention,and has not yet formed a systematic and comprehensive understanding in the theoretical circle and judicial practice.Therefore,this paper takes the dissolution of equity transfer contract of limited liability company as the research object,analyzes and sorts out the similarities and differences between the dissolution of equity transfer contract and ordinary sales contract,points out the problems existing in the dissolution of equity transfer contract,and put forward the legal countermeasures to improve the termination of equity transfer contract in combination with the relevant provisions of civil code and company law,so as to provide reference for judicial practice In practice,it provides some ideas to solve such problems.The article is divided into three parts:The first part: overview of the termination of equity transfer contract.It mainly includes the meaning of the meaning of rescission of equity transfer contract,particularity of rescission of equity transfer contract and the application of commercial law thinking in the termination of equity transfer contract.By comparing the differences between the equity transfer contract and the ordinary sales contract,this paper clarifies the meaning of the dissolution of the equity transfer contract,and then analyzes the particularity of the equity transfer contract in three aspects: the cause of dissolution,the effectiveness of dissolution and the consequences of dissolution,as well as the unity of respect for the limited company’s capital and human nature,protection of transaction security and improvement of transaction quality in the dissolution of the equity transfer contract It is easy to achieve a balance between efficiency and commercial law thinking.The second part: the current situation and problems of the termination of equity transfer contract in China.By combing the current situation of legislation and This combs the legislative and judicial status of the termination of equity transfer contract,it is concluded that the particularity of the termination of the equity transfer contract has not been paid enough attention in China’s legislation and judicature,which is reflected in the lack of legislation and the inconsistency of judicial judgment.The specific problems involved mainly include the different identification of the cause of termination,the unclear identification standard of the effectiveness of termination,and the applicable rules of the consequences of termination It is lack of operability.The third part: improve the Legal Countermeasures of the termination of equity transfer contract in China.In view of the different identification of the reasons for rescission,this paper clarifies The general and special legal reasons of contract rescission for installment sale;in view of the unclear identification standard of the rescission effect,it clarifies the time effect of the rescission of the contract on the basis of "liquidation explanation",that is,the rescission should not have retrospective effect,and at the same time,it clarifies the impact of the rescission of the contract on the company and other shares in view of the lack of operability of the applicable rules of rescission consequences,from the refinement of the content of restitution and the definition of the scope of compensation for losses,put forward solutions.