The Judicial Judgment Path Of Financial Regulatory Regulations Affecting The Validity Of Equity Holding Contracts

Since the Supreme People’s Court found in the case of the business trust dispute between Fujian Weijie Company and Fuzhou Tiance Company that the trust shareholding agreement between the two parties violated the provisions of the "Measures for the Administration of Equity Interests of Insurance Companies",and therefore,pursuant to Article 52,4 of the "Contract Law" According to the provisions of item 1,after the contract is determined to be invalid through social and public interests,subsequent relevant judgments,such as the equity transfer dispute between Yang Jinguo and Lin Jinkun,all use this judgment path to determine the validity of the contract.As to whether the rules can be used as the basis for evaluating the validity of the contract,What kind of applicable relationship exists between the clause "damaging social and public interests" and the clause "violating the mandatory provisions of laws and administrative regulations" in Article 52 of the Contract Law has caused considerable controversy in the theoretical and practical circles.For a long time,the determination of the validity of a contract has always followed the applicable law that a contract that violates the mandatory provisions of laws and administrative regulations is of course invalid,and administrative regulations have been explicitly excluded from the judgment basis for determining the validity of a contract.However,there are a large number of financial regulatory rules in my country’s financial sector that restrict financial innovation and various commercial transactions.Disputes over entrusted equity holding account for a large proportion of commercial and financial disputes.Due to the particularity and complexity of entrusted equity holding contracts,the current theoretical research on company law on entrusted equity holdings in China mainly focuses on the entrusted equity holding of limited liability companies.For joint-stock companies,especially in the disputes over shareholding in listed companies and financial institutions,there is a lack of relevant legal norms,and the regulations on shareholding are scattered in regulations in various fields,which has become a major issue in judicial practice.predicament.If the applicable law of contract validity is fully followed,many seemingly unreasonable or even illegal equity holding contracts will escape judicial regulation,disrupt the market order and even threaten the security of the financial system.The spirit of the judgment,once it is understood that it is improperly applied,it will fall into the false proposition of "any contract that violates the rules will be invalid".In the context of the financial field,how to correctly understand the impact and constraints of the application of financial regulatory regulations on the validity of the equity holding contract has become the first problem that the court solves in the face of such judgments.This paper firstly sorts out and analyzes the relevant typical adjudication cases in judicial practice in recent years,and finds that similar cases sometimes have different judgments.The main problems are: what kind of judgment thinking the court uses when using the rules to determine the validity of the contract,there is confusion;in the era of the "Civil Code",the social and public interests have been replaced by the more concise principle of public order and good customs,and the court is in the judgment document.How to fully discuss the violation of the principle of public order and good customs in the behavior of equity holding by proxy,especially in the context of disputes over equity holding by financial institutions;whether the contract can be independently determined to be invalid by "violating the mandatory provisions of the regulations authorized by the higher law",etc.Secondly,this paper discusses the theoretical analysis of the effect of regulations on the validity of contracts,from the practical needs of a large number of regulations in the financial field,the role of administrative regulations in maintaining social and public interests,and the strong practicality of administrative regulations in practice.The influence of effectiveness has its theoretical basis,but there should be necessary restrictions,which can maintain the modesty of the judiciary,define the boundary between financial supervision and financial justice,and maintain a benign interaction between the two.Then,this paper analyzes the existing adjudication paths and the applicable dilemmas of regulations affecting the validity of contracts,and analyzes the existing three adjudication paths: First,through the "Contract Law" Article 52(3)"covering illegal by legal forms" purpose”;the second is to pass item(4)in combination with the authorized legislation,“violating the mandatory provisions of the rules authorized by the higher law”;the third is item(5)“damages the social public interest”.It is clarified that "covering illegal purposes in a legal form" has been absorbed and merged by legislation and should be abandoned.The focus is on the relationship between the first and second paragraphs of Article 153 of the "Contract Law",that is,the "Civil Code".Application issues and how to apply the principle of public order and good customs more accurately and fully through judgment and reasoning in the field of financial and commercial affairs.Finally,on the basis of the above analysis of the problems,relevant suggestions are put forward,that is,in the era of the Civil Code and the current financial environment,how to reconstruct the reasonable path of the regulations affecting the validity of the contract,first of all,we should clarify the first hundred and fifty-fifth of the Civil Code.The relationship between the first and second paragraphs of Article13,the comprehensive application of the mandatory provisions that violate the authorization of the higher law and the principle of violation of public order and good morals,the contract that violates the mandatory provisions of the rules authorized by the higher law cannot be based on Article 153.For the first paragraph to negate the validity of the contract alone,it is necessary to consider whether the violation of the rules violates the principle of public order and good customs in the context of the case.It can be based on the principle of public order and good customs in traditional civil law and the principle of public order and good customs in the field of financial and commercial affairs.The trial spirit conveyed by Article 1 and the typified principle of public order and good customs,as well as the characteristics of the equity holding contract itself,comprehensively consider the principle of public order and good customs,combined with the provisions of paragraph 1,and supplementary argument that the violation of the rules is authorized by the higher law to legislate to fully Demonstrate the validity of the contract.