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Region: Sichuan Chengdu
Hello, my answer to the question of what types of equity transfer disputes include is as follows. The cases related to equity transfer can be specifically divided into the following types of disputes:
1. Disputes over the equity transfer contract between the two parties to the transfer. For example, request to perform the transfer contract, request to pay the equity transfer payment and compensate for losses (or pay liquidated damages), or request to terminate the transfer contract, request to determine that the transfer contract is invalid, and so on. In a word, this kind of dispute is mainly applicable to the relevant "equity transfer" cases in the Contract Law, which can be specifically divided into the following types of disputes:
1. Disputes over the equity transfer contract between the two parties to the transfer. For example, request to perform the transfer contract, request to pay the equity transfer payment and compensate for losses (or pay liquidated damages), or request to terminate the transfer contract, request to determine that the transfer contract is invalid, and so on. In a word, this kind of dispute is mainly subject to the relevant provisions of the Contract Law, and the case trial should also take into account the special provisions and principles of the Company Law.
2. Litigation disputes involving the protection of the preemptive rights of other shareholders within the company. For example, the second paragraph of Article 71 of the new Company Law stipulates that when a shareholder transfers his or her equity to a person other than a shareholder, the shareholder who disagrees should purchase the transferred equity. However, as for how to determine the purchase price, whether to use the price of the external transfer contract or to re evaluate the company's net assets to determine the price, there is a great dispute in practice, and it is necessary to unify the understanding as soon as possible. For another example, after the performance of the equity transfer contract, other shareholders of the company claimed that the contract was invalid and requested to exercise the right of first refusal because the transferor failed to perform the obligation to inform other shareholders of the company. Some of these cases believed that it should first review whether there was agreement in the articles of association. If there was agreement in the articles of association, it should be handled according to the agreement; When there is no agreement in the Articles of Association, a reasonable time limit shall be considered. When the change in the register of shareholders or the industrial and commercial registration exceeds a certain time limit, other shareholders may consider not supporting the exercise of the preemptive right.
3. Disputes arising from the transfer of defective equity contributions. If the transferee is still accepting the equity after knowing that the transferor's contribution is defective, it shall bear joint and several supplementary liability for the part of the insufficient contribution; On the contrary, if the transferee is unaware of this, it shall not be liable, and has the right to request cancellation of the equity transfer contract on this ground.
4. Litigation cases arising from the transfer of equity by dormant or apparent shareholders. This kind of case is relatively complicated, and the relationship between dormant and apparent shareholders is contractual and relative. Under normal circumstances, the agreement between the dormant shareholders and the apparent shareholders cannot oppose the company and other shareholders of the company, nor can it oppose the third person.
5. Disputes over bona fide acquisition of equity. After the company's equity is not transferred, the transferee claims to acquire the company's equity in good faith. When hearing such cases, we should not only consider the characteristics of the company's legal relationship with appearance publicity, but also pay attention to the basic principles of the bona fide acquisition system, and protect the legitimate rights and interests of the company's shareholders and bona fide third parties according to law.
2020-09-08 11:29:44 Reply