Legal Consequences Of Invalidity Of Shareholding Entrustment

Shareholding entrustment spans the fields of contract law and company law,involving four parties including nominee shareholders,actual capital contributor,the company and external third party,and the legal relationship is interwoven with each other.Entrustment void as the end of the legal relationship and the beginning of the liquidation relationship,with regards to the legal consequences of invalid shareholding entrustment,the academic community has not yet formed a general view.Based on the existing legislation,this paper tries to figure out a reasonable approach for the consequences of invalid shareholding entrustment on the basis of identifying the nature of shareholding entrustment.Legal liability is a secondary obligation in a legal relationship.The premise for clarifying the legal consequences of invalid shareholding entrustment is to include the shareholding entrustment in the existing legal relationship,determine the rights and obligations between nominee shareholders,actual capital contributors,companies and external third parties,and take this as the basis for inference of invalid consequences.Meanwhile,the consequence of the invalid shareholding entrustment mainly involves the ownership of stock rights and the distribution of profits and losses caused by the premium or depreciation of stock rights.Therefore,this paper is divided into three parts,the first part is to clarify the development of judicial practice and the dilemma of laws and regulations;the second part is to categorize the shareholding entrustment,and to incorporate various forms of shareholding entrustment into the corresponding legal relations;the third part is to demonstrate the ownership of equity and profit and loss distribution under the invalid shareholding entrustment,based on the principle of equity,deep into the specific rules under various types of legal relations on shareholding entrustment,and to explore the unified logic behind the systematic categorization.To be more specific,this paper will be elaborated through the following contents:The first chapter sorts out the norms and the basis of the right of claim from the perspective of judicial practice and the basic theory of the right of claim.However,due to the misplacement of nominee shareholders and actual capital contributors and the fluctuation of equity value,the consequences of existing invalid legal acts are difficult to accurately cover and properly solve the situation of shareholding entrustment.Judicial precedents are only judged by the principle of equity,and a convincing path has not been demonstrated at the level of rules and systems.The second chapter starts with the analysis of the pedigree of rights.Various situations of shareholding entrustment endow the three parties with different rights and obligations,which should be included in their legal relations on the basis of categorization.Combining the autonomy of the parties to the disposition of their rights and obligations,we can guarantee the substantive fairness,safeguard the trust interests of the third party and strictly observe the relativity of contract.Based on the constitutive elements of the legal relationship,the author classifies the invalid shareholding entrustment into four types: unnamed principal,dormant partnership,trust type and delegated type,which lay the basis of the analysis of the legal consequences of invalid shareholding entrustment.The third chapter demonstrates the ownership of the invalid shareholding entrustment from the aspects of legal benefits and legal logic.From the perspective of legal benefits,illegal shareholding entrustment means the prohibition the actual capital contributors from circumventing mandatory provisions in the equity transaction and the public interest involved;where the equity is determined to belong to the actual capital contributors,the legal interests protected by the aforesaid provisions are virtually denied.Based on the legal logic,the four types of shareholding entrustment are all owned by the nominee shareholders in the case of invalid shareholding entrustment,and there are feasible reasoning paths.The fourth chapter clarifies that the distribution of profit and loss under the invalid shareholding entrustment is mainly adjusted by the discount compensation system.Firstly,it shall clarify that the calculation benchmark of the discount compensation system shall,in principle,be subject to subjective standards,and shall be replaced by objective standards only when the invalid agreement between the parties concerned involves the consideration clause;secondly,the discount compensation system is not an inherent concept in the existing civil law system,and shall be classified in a dualistic way.Loss sharing is the liability of contracting negligence.The depreciation loss shall be shared according to the faults of both parties concerned,and the profit distribution shall be an unjust enrichment,and the causal relationship between each factor and the stock price change shall be taken into account for the purpose of eliminating the unjust interest,so as to distribute the added interest.Finally,in the consideration of profit and loss distribution,the profit and loss under the invalid shareholding entrustment shall be reasonably shared or distributed by adhering to the principle of proportion under the interest measurement and in combination with the specific factors such as the proportion of capital contribution made by the parties concerned,business operation and market factors as well as the degree of fault of the parties concerned.