Research On Legal Regulation Of Dormant Shareholders In Equity Holding

At present,China’s socialist market economy is developing rapidly.The economy has given rise to all kinds of commercial disputes.The proxy holding of equity has been favored by everyone through its unique advantages such as fast capital flow and no need to expose the identity of shareholders.At a time when the phenomenon of nominee holding is common,disputes related to hidden shareholders have become the focus.Although the Second Review Draft of the Company Law submitted for consideration and the Interpretation III of the Company Law promulgated and implemented have recognized the legality of nominee holding and provided for specific disputes regarding the validity of nominee holding agreements,the conditions for the manifestation of nominee shareholders,the transfer of nominal shareholders’ equity and the vesting of related rights and interests.However,on the one hand,it does not respond to the basic issues such as the basic concept and legal nature of the nominee shareholder and its related rights and interests protection.As a result,in judicial practice,due to the different views held by judges,coupled with the discretionary power,there are different ways of handling and adjudication of similar cases;on the other hand,the internal logic of the law is suspected of conflict,and there are many controversial voices in academic circles.Therefore,the legal regulation of incognito shareholders needs further improvement.The article examines the issues related to the legal regulation of hidden shareholders from the following five parts.The first part is the introduction,which firstly puts forward the relevant legal regulation issues and the significance of the topic,introduces the necessity of the research and the limitations of the current research,followed by the current research status and the views of domestic and foreign experts and scholars.Finally,the research ideas and methods,as well as the innovations and shortcomings,are presented.The second part is the basic theory of the hidden shareholder system,starting with an overview of the hidden shareholder system,and then elaborating the concept of hidden shareholders,the characteristics they possess,the reasons for their formation and the rationality of their existence.The second part analyzes the legal relationship involved in the system of hidden shareholders,and then further draws out the system of hidden shareholders through the analysis of basic theory.The third part is an analysis of the current situation and problems of the legal regulation of China’s incognito shareholders.Firstly,the current legislative status is explained with the starting point of the legislation related to the system of hidden shareholders in China.Secondly,it discusses the current litigation status and its dilemma of the disputes related to the hidden shareholders,by summarizing several typical patterns commonly encountered in the disputes of hidden shareholders in practice and illustrating the complexity and diversity of the problems of hidden shareholders with actual cases.The fourth part discusses the legal regulation of overseas hidden shareholders and analyzes the implications for China.By analyzing the legislative design of common law countries and civil law countries,and taking into account the actual situation in China,two implications are proposed: the use of trust system and adherence to the principle of commercial externalism.The fifth part puts forward the suggestions for the improvement of the legal regulation of China’s hidden shareholders.In the meantime,the legal consequences of invalid shareholding agreements are pointed out,and finally,the measures to protect the rights and interests of hidden shareholders in the companies in which they actually hold shares are proposed.