Research On The Effectiveness Of Equity Holding And Investment Profit And Loss Allocation Of Listed Companie

Share-holding entrustment is no longer a strange way to hold shares.It has long appeared and gradually established relevant norms in some countries with developed securities markets.With share-holding entrustment appearing in some Chinese companies,there are many disputes between the parties concerned,Judicial Interpretation of Company Law(III)takes the lead in providing guidance for share-holding entrustment of limited liability companies,provided the basis for the courts to judge,also provided guidance for nominal shareholders and actual investors.It is helpful for dispute resolution to some extent.China’s capital market continues to develop,the listed companies frequently appear the phenomenon of share-holding entrustment more in recent years,disputes between the parties also gradually emerge.Due to the high degree of capital integration and openness of listed companies,share-holding entrustment is not only a problem between nominal shareholders and actual investors,but also involves the interest of creditors of all parties,other shareholders,listed companies and non-specific investors,and even affects the trading order of the securities market.However,China has not yet formed the special legal standard for the share-holding entrustment of listed companies.Under this situation,the paper will have a research on share-holding entrustment of the listed companies.The article starts from the present legislation,supervision status and judicial judgment in China,of which the judicial cases are mainly considered,extracting three sub-problems of the share-holding entrustment in the listed companies through the analysis of the recent courts’ relevant cases,and attempts to conduct analysis from legal nature,force of agreement,investment profit and loss distribution and so on about share-holding entrustment of the listed company.As for the legal nature of the share-holding entrustment,there is few differences between listed companies and limited companies,but there are many disputes.The legal nature is related to validity identification and follow-up treatment,so it is necessary to discuss.There are many modes of share-holding entrustment of listed companies,mainly includes entrusted entrustment,trust entrustment,and employee stock holding committee etc.I think that it is not appropriate to make an absolute determination,and discuss the different situations with or without the parties’ agreement,and the main types are entrusted entrustment and trust entrustment.The effectiveness of share-holding entrustment agreement of listed companies is the core issue in this paper.In combination with the first chapter,it can be seen that Chinese administrative regulation is strict at present,take the Supreme Court bulletin typical cases as an example,the judicial practice tendes to regard share-holding entrustment agreement as invalid because of related norms in contract and securities fields,but there is biased,one-sided,absolute orientation,unhelpful to solve disputes effectively and cannot provide the right direction for the parties.Instead of blindly confirming that it is invalid,strictly follow the judgment rules of contract validity,and comprehensive consideration should be given to many factors,such as the causes of share-holding entrustment,the influence of entrustment,information disclosure,time of entrustment and the ways of entrustment,on this basis,valid and invalid share-holding entrustment can be distinguished.The disputes between the parties on the ownership of amount of capital,equity and investment income are the trigger that leads to the existence of share-holding entrustment in listed companies,and are also important issues after the determination of legal nature and force.After the share-holding entrustment of the listed company is deemed invalid,the agreement between the parties is generally not considered by the courts,the consequence of the invalidity of the contract and the fair division of investment income are regarded as the normal treatment,but there are different ways to deal with it.Firstly,to analyze the rights and obligations between subjects,which can be combined with relevant regulations and securities indirect holding system,then the validity of agreements is distinguished to deal with disputes differently.It is necessary to distinguish the validity of the agreement.If the entrustment agreement is valid,the parties’ agreement shall be given priority.If there is no agreement,relevant laws and regulations shall be taken into account,and the parties’ rights and obligations under the indirect securities holding system can be referred.The treatment of invalid share-holding entrustment agreement should adhere to the general principles which public laws don’t interfere too much to the private sectors,fairness and interest measurement,make reasonable interest distribution among the parties by considering several factors in the main specification of claim rights of invalid contract consequence and unjust enrichment.