The Protection Of Equity Of Actual Investors In Proxy Holding Of Stock Rights

In order to meet the needs of investors such as flexible investment and hiding identity,the investment mode of equity entrusting can promote people’s investment intention to a certain extent.However,this investment method not only satisfies the actual investor’s demand for anonymous investment,but also makes the investor bear a series of legal risks,which is easy to cause the actual investor’s rights and interests to be damaged and lead to disputes.With the rapid development of market economy,people’s enthusiasm for investment is rising,and the judicial disputes related to equity entrusting are increasing day by day.The corresponding rules of the current law of our country are not perfect,and have not yet clarified the basic problems of the concept of equity holding,resulting in the actual investor’s rights and interests in judicial practice in most cases are not strong protection.Now the company law is undergoing a new round of reform,which should systematically revise and improve the relevant rules of enfranchisement,especially the protection of the rights and interests of actual investors.Based on the actual situation of my current laws and regulations,the legal improvement of the protection of actual investors’ rights should be gradually started from the basic theory research,with clarifying the basic concept of the rights holding relationship as the starting point,the actual defects of our current law and the need for judicial practice as the basis point,and the theoretical and legislative practice analysis in the region as the path.In order to achieve the purpose of perfecting the relevant legislation of equity entrustment,it is necessary to type and systematize the legal disputes under the investment mode of equity entrustment in combination with theory and practice.Along this perfect idea,this paper is divided into four parts to carry out research.The first part is the research on the basic theory of protecting the rights and interests of actual investors.This part defines the basic concept related to the actual investor’s rights and interests as "the investor who invests in the name of others but is not recorded in the register of shareholders",and makes a typed comparative analysis of the actual investor.At the same time,the specific content of the actual investor’s rights and interests and the internal and external legal relations are systematically sorted out,which lays a theoretical foundation for the subsequent legal improvement suggestions.The second part summarizes the legislative situation and judicial practice of the rights protection of the actual investor.This part has analyzed the insufficiency of the current legal provisions of stock proxy holding,and combined with empirical analysis method to systematize the analysis of specific judicial practice disputes,and established the goal of subsequent legal improvement.The third part is to improve the actual investor rights and interests protection of the theoretical path analysis.This part combines theories and practical experience inside and outside the domain,and systematically analyzes three aspects of the validation of the effective conditions and nature of the national equity entrustment agreement summarized in the previous part,the nominalization of the actual investor and the validation of the equity changes caused by the nominal shareholders,providing theoretical support for the final proposal for improvement.The fourth part is the concrete improvement of the protection of the actual investor’s rights and interests.This part puts forward some suggestions on the reform of the basic system,the improvement of the actual investor’s right act and the improvement of the actual investor’s right relief.Specifically,some suggestions on the reform of the basic system include: the general and effective principle to establish the nature of stock proxy holding relationship as trust relationship,model contract text of fixed stock proxy holding agreement and the validity of stock proxy holding agreement;In terms of the actual investor’s right exercise,the author puts forward some suggestions to improve it,including:establishing the internal and external distinction standard of shareholder qualification confirmation,and establishing the classification and naming procedure of actual investor;The concrete improvement suggestions on the actual investor’s rights and interests relief include: establishing the bona fide acquisition standard of the private transfer of shares by the nominal shareholder,clarifying the strict commercial externalism standard of the actual investor’s execution of objections,and setting up the separation of the withdrawal right and equity review rules of the actual investor in the bankruptcy procedure.