Study On The Legal Consequences Of The Invalidation Of Shareholding Agreement

In the process of continuous social development,new things always appear to meet the economic development.However,there is no clear evidence in judicial practice in China on how to deal with the invalid shareholding agreement,and there is no definite theory in academic circles.Based on this,this paper sorts through the relevant judicial decisions and selects a total of 54 cases of invalid shareholding agreements for research,and conducts statistical analysis on the treatment of invalid shareholding agreements.In this paper,we draw on the experiences of civil law systems,common law systems and Taiwan in China,and put them into different types according to their nature,and put them into the existing legal framework to explore a reasonable argument path.This paper is divided into three parts,except for the introduction and conclusion.The first part systematically composes the relevant judicial practice cases and identifies the problems;the second part summarizes the adjudicative dilemmas faced by the treatment after the invalidation of the equity subrogation agreement;the third part,in view of the dilemmas in the judicial practice,typifies the sample cases by drawing on extraterritorial reference,in order to fully demonstrate the consequences of the treatment after the invalidation of the equity subrogation agreement from specific to systematic.The third part of the paper will focus on the dilemma in judicial practice,and will typify the sample cases by drawing reference from overseas.Specifically,the following three chapters are devoted to the discussion.The first chapter systematically explains the current situation of invalidation treatment of shareholding agreements from judicial practice.In this paper,we searched cases from online legal databases,such as China Judgment Document Network,Beida Fabao and Fuxin,and finally screened out 54 sample cases,covering the years of decision from 2012 to 2022.Through specific analysis of the54 sample cases,it is found that the reasons for invalidation of the proxy agreement mainly focus on the violation of mandatory regulations and damage to public order and morality,while the follow-up treatment of the invalid agreement mainly includes the determination of the ownership of the equity,the return of investment money and the distribution of profit and loss in case of share price increase or devaluation.It is further pointed out that the courts usually adjudicate on the principle of equity and lack a reasonable path of argument at the institutional level.The second chapter starts from the institutional level and clarifies the institutional dilemma faced by judicial decisions in the process of dealing with the invalidation of equity subrogation agreements.Firstly,there is a lack of relevant regulations in the company law and judicial interpretation,and secondly,there is an improper application of the rules only through the legal consequences of contract invalidation.Firstly,it is difficult to return the equity in reality,secondly,the standard about the discount compensation is unclear,and furthermore,the path of how the investment income should be distributed is unclear.In Chapter 3,in response to the issues raised in Chapter 2,the case sample is typified and analyzed by drawing reference from the relevant treatment of overseas shareholding.Specifically,the nature of the shareholding involved and the theoretical doctrine on the nature of shareholding agreements from overseas,combined with the local reality,are classified into three types,namely,principalagent,trust and tacit partnership,and then the classification is used to promote the subsequent The division is used to advance the subsequent arguments on the ownership of shares,the return of shares,and the allocation of profits and losses.In the section on the attribution of equity after the invalidation of the proxy agreement,this paper analyzes the theoretical theories on the attribution of equity and analyzes the three different types of proxy agreements,namely,proxy,trust and implicit partnership,and points out that after the invalidation of the agreement,the equity should be attributed to the nominee shareholders except for the incomplete implicit proxy type,which is attributed to the actual investors.The company also has a reasonable argument path.The question of whether and how much of the investment money should be returned mainly involves the measurement of interests,which can be reasonably measured by introducing the principle of proportionality in public law.If the agreement is invalid,the public interest,institutional interest and personal interest should be weighed,and if the return is determined,it should be distinguished whether the company is profitable or loss-making,and when the company is profitable,the principal amount of the investment should be returned,and if the company is loss-making,the current value of the equity should be returned.Finally,after the invalidation of the escrow agreement,it also involves the issue of profit and loss allocation.In this part,this paper points out that,in judicial practice,regarding the allocation of gains,the principle of fairness is mostly adopted,and if there is fault for the loss,the loss will be borne according to the fault size;theoretically,the loss belongs to contractual negligence liability,and the allocation of profits belongs to unjust enrichment;regarding the standard issue of profit and loss allocation,this paper introduces the benefit measurement and As for the standard of profit and loss allocation,this paper introduces the principles of benefit measurement and proportionality,and at the same time combines the autonomy of the parties,the degree of fault and the market situation to determine the allocation standard comprehensively.