| Article 25 and Article 27 of the Judicial Interpretation(3)of the "Company Law"stipulates the system of bona fide acquisition of equity.However,there are many differences between equity and property rights,and there is a lot of controversy in academic circles as to whether equity can be acquired in good faith.Based on this,this article takes the rules of bona fide acquisition of equity as the research object,and on the basis of expounding its meaning,characteristics,and legal basis,through an analysis of its current legal regulations and the status quo of judicial practice,it finds out its existing problems and draws on German equity Relevant regulations in the bona fide acquisition system and related rules are improved to better solve difficult problems in judicial practice.The specific content is as follows:This article is divided into three parts:introduction,body,and conclusion.The body is divided into five chapters:The first chapter of the thesis summarizes and discusses the basic concepts,characteristics and theoretical basis of the bona fide acquisition of shares of limited liability companies.Through the definition of bona fide acquisition of equity,this paper highlights the characteristics of bona fide acquisition of equity through the definition.The theoretical basis of the bona fide acquisition of equity in this paper is to protect the trust interests of bona fide third parties and maintain the safety and efficiency of transactions.The theoretical basis of equity acquisition in good faith reflects the actual value of equity acquisition in good faith.The second chapter is introduced by the status quo of judicial application.Through statistics and analysis of cases,it summarizes and analyzes the problems and their causes of bona fide acquisition of equity.It is concluded from judicial cases that there are mainly three aspects to the problem of bona fide acquisition of equity.The first problem is the vague judgment on the disposition of no right,which is reflected in the unclear qualification criteria for shareholders and the uncertainty of the specific circumstances of the bona fide acquisition of equity for the disposition of no right.aspect.The second problem is that it is difficult to determine good faith in the good faith acquisition of equity.The problems are mainly embodied in three aspects,one is the appearance problem of good faith determination;the other is the timing issue of good faith judgment;the third is the problem of the burden of proof in good faith.The third problem is the ineffective protection of the rights of real right holders.Consider whether it is necessary to introduce the attributable factor of real right holders as one of the constituent elements of good faith acquisition of equity.The third,fourth,and fifth chapters propose relevant improvement measures for the shortcomings of the goodwill acquisition of equity analyzed in the second chapter.The third chapter is to resolve the difficulties in the identification of disposition of no right in the bona fide acquisition of equity,and proposes related improvement measures,including the coordination of the conflict between formalism and creditorism in the shareholder change model,and the clarification of shareholder qualification standards and other improvement measures.Chapter 4 proposes measures to improve the bona fide recognition system in the bona fide acquisition of equity.The establishment of the shareholder register system,the improvement of industrial and commercial registration and the company’s articles of association can make up for the lack of appearance of equity rights.Clarify the time point of the good faith acquisition of equity in good faith,and clarify the burden of proof in good faith.Chapter 5 The establishment of equity acquisition in good faith should consider the attributable nature of the real right holder.The first part explains whether the attributable is sufficiently important and needs to be introduced.The second part introduces the construction of the accountability system. |
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