| The Provisions of the Supreme People’s Court on Several Issues Concerning the Application of the “ Company Law of the People’s Republic of China(3)“(hereinafter referred to as the “Company Law Interpretation(3)“)stipulates that the equity transfer can be applied to the system of bona fide acquisition with reference to property rights.For the first time in my country,the legislation on the acquisition of shares in good faith has been regulated.The formulation of this system not only reflects the appearance principle of commercial law,but also has important practical significance for guaranteeing the safety of transactions and the trust interests of third parties.However,the “Company Law Interpretation(3)“ only makes some simple provisions for it,and does not make clear restrictions and requirements,and the word “reference“ also indicates that this system and the system of bona fide acquisition of property rights exist some kind of difference.It cannot be completely in accordance with the provisions of the Civil Code on acquisition in good faith.The change mode and nature of equity are quite different from real rights,which also leads to differences in various aspects between the good faith acquisition of equity and the good faith acquisition of real rights.In addition,in practice,in addition to the “sale of two shares” and “disposal of equity by a nominal shareholder without authorization” stipulated in the “Company Law Interpretation(3)”,which can be applied to the situation of good faith acquisition,there are also “good faith acquisitions in the continuous transfer of equity.“Case.Scholars have different views on the above situations and are quite controversial.This paper firstly introduces the definition and types of equity,and discusses the practical significance and theoretical basis.Secondly,grasp the difference between equity and property rights,introduce the basic elements of the equity acquisition system in good faith,and then describe the goodwill acquisition of equity in Chinese companies from the unauthorized transfer of equity by nominal shareholders,“one share and two sales “ and continuous equity transfer.specific application of the system.Thirdly,starting from the legislative status quo and institutional predicament of China’s equity acquisition in good faith,it discusses the institutional deficiencies of my country’s corporate equity acquisition system in good faith.Finally,a perfect solution is given for the problems in the above-mentioned equity acquisition in good faith. |
