Equity Transfer Guarantee and Its Effectiveness System from the Perspective of Organizational Law
There is a conflict between the contractual relationship and the organizational order in the equity transfer guarantee transaction.The existing normative design and judicial practice reflect the tendency of over-high-lighting the thinking of contract law and ignoring the group organizational law in terms of qualitative and i-dentification criteria,the legal status of the secured party and the way of realizing its rights.The impact of three important factors,namely,the complexity of equity in the interest structure,the importance of the ap-pearance of the transfer of rights in the evaluation,and the otherness of the contractual relationship in the corporate governance structure,makes the transfer of equity guarantee have extremely obvious characteristics of organizational transactions.In terms of internal relations,we should focus on maintaining the order of identity within the organization.On the basis of recognizing the shareholder's qualification of the secured par-ty,we should restrict the exercise of its shareholder's rights through the principle of proportionality.In addi-tion,we need to achieve the proper balance between commercial efficiency and transaction fairness through the performance of compulsory liquidation obligations.In terms of external relations,conflicts of interest in different situations,such as the transfer of equity by the secured party to the outside world,the liability of the nominal shareholder for the defect of capital contribution,and the enforcement and bankruptcy proceedings,should be realized through the classification of scenarios on the basis of maintaining the reasonable trust of the counterpart.
Equity Transfer GuaranteeAtypical GuaranteeEquity TransferInternal and External EffectsThe Integration of Stock and Debt
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