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作为司法审判实践的难点问题,隐名投资协议中隐名投资人的权益如何保护,从而均衡各方投资人和债权人的权利义务,一直是学界探讨的热点话题。本文直接从一则真实典型案例入手,该案既涉及到代持股协议,又涉及到显明股东未参与股东会决议的股权转让效力,并结合公司经营陷入困境后债权人利益的保护的考量。通过对案例法律关系的剖析,探讨在现行公司法及合同法框架下,如何进行股东资格的认定及隐名投资人权益保护的法律价值判断。
As a difficult issue in the practice of judicial adjudication, how to protect the rights and interests of the anonymous investors in the anonymous investment agreement so as to balance the rights and obligations of investors and creditors of all parties has always been a hot topic in the academic circle. This article directly from a typical case of real start, the case involves not only on behalf of the stock holding agreement, but also to show that the shareholders did not participate in the resolution of shareholders’ equity transfer effectiveness, combined with the interests of creditors after the company is in trouble management considerations. Through the analysis of the legal relationship of cases, it explores how to recognize shareholders ’qualifications and judge the legal value of the hidden investors’ rights and interests under the framework of the current company law and contract law.