Trust Case Analysis: Trust Shareholders Trustee is a shareholder

1comment 2019-04-15 08:27:53 source:InlawweTrust The second beauty energy comes!

Case: Fujian Weijie Investment Co., Ltd., Fuzhou Tiance Industrial Co., Ltd. Business Debate, Second Instance Civil Judgment, Supreme People's Court, (2017) Supreme Court No. 529


  Case:Fujian Weijie Investment Co., Ltd., Fuzhou Tiance Industrial Co., Ltd. Business Debate, Second Instance Civil Judgment, Supreme People's Court, (2017) Supreme Court No. 529

  There have been many comments and analysis in this case, but it is still a case that has been seriously ignored. The negative impact of this case will take a long time to be clarified.The case involved the validity of the trust holdings, whether the violation of the regulations was invalid, whether the violation of the regulations violated the public order and good customs, the effectiveness of legal circumvention, the relief and consequences of invalid legal acts.This time only a simple analysis of the first question.

  1. The trustee is the owner of the trust property

According toTrust lawArticle 2 stipulates that the trustee shall be engaged in the management and punishment of the trust property “in his own name”. In addition, Article 14 of the Trust Law stipulates that “property acquired by the trustee for the management, use, disposition or other circumstances of the trust property is also included in the trust property”, and the trust trustee obtains the trust property investment (transfer) The equity is the trust property. Since the trust (or trust property) itself does not form a legal personality, it is not a civil subject, and the equity as a trust property can only be registered under the name of the trustee. The trustee obtains the equity from the principal and becomes the shareholder of the target company.

People may hold equity with different legal structures - entrusted agents, anonymous holdings, and trust holdings. The structure of the principal agent and the anonymous shareholding may be ambiguous. When the dispute is resolved, the people's court needs to combine the contract. The agreement and the transaction situation determine the ownership of the equity in the case. andThe trust law provides a clear property right arrangement for the analog rights law—the entity holding the equity is the trustee and the trustee is the shareholder. This is very clear (the beneficiary of the trust has no direct interest in the equity or even company A) Rights and obligations).

  2. Consistency of “appearanceism” in the field of trust holdings and commercial law

Whether it is the principal's active trust holding arrangement or the trust as a means of financing, the trustee is the shareholder of the company under the Trust Law. This judgment should be established as long as the initial established trust relationship is not invalid due to violation of the law or public order (public interest). The basic operating mechanism of the trust law is to create a special way of holding property rights.For a third person, the trustee is the right holder (owner) of the trust property, which is not controversial.This is one of the most fundamental rules established by the trust law.If you deny this, it is equivalent to denying the trust law itself.

  And this is consistent with the aestheticism in commercial law.As long as the trust is held, regardless of the rights relationship between the trust (client/trustee/beneficiary), the trustee is the shareholder for the third party.This ownership relationship established by the Trust Law is more efficient in the commercial field, which is why the trust system is increasingly used in the commercial field.

  3. Trust holdings generally do not allow unqualified entities to become financial institution shareholders

Worried about making the unsuitable subject becomeInsurance companyThe shareholders are also not necessary. In practice, there will be such a situation: because some eligible entities holding equity in financial institutions have made their creditors (not qualified financial institution shareholders) due to the enforcement of equity due to liabilities. Equity. Temporarily making an unqualified subject technically a shareholder of a financial institution does not cause too many problems, as long as it is within a reasonable period of time.Equity transferGive it to a qualified subject. Or technically, you can let a qualified entity hold it, hide the real funder behind and become a beneficiary.The most inappropriate aspect of the above concerns is that they do not understand the function of the trust system.In the case of this case, in theory, the shareholder of the insurance company is the trustee, if the trustee is a qualified subject.And this principal = beneficiary only reserves the right to the equity held by the trustee in the form of income rights.

  The mystery of the trust law is that it is not the same thing to enjoy the rights as a beneficiary and to directly hold the equity of the target company.The so-called "no declaration of invalidation makes the principal become a shareholder violationInsurance lawTherefore, the view that there is no other way than invalidity is also debatable. During the period of validity of the trust, the trustee is a shareholder. If the trustee is a qualified shareholder, there is no reason to declare invalidity. If the trust contract is terminated (if the period expires) It is agreed that the principal becomes a shareholder, and the agreement cannot be fulfilled or invalidated. There is no need to declare the trust as a whole invalid. The view that “can only be invalid” confuses the right to benefit and the property of the trust as belonging to different people.

  4. Excessive penetration of supervision is self-seeking

  Trust holdings does not leave the real investors of insurance companies out of regulation.A company that holds shares as a company that meets the requirements of an insurance company’s shareholding, when holding the equity of an insurance company, according to the principle of the trust law, is the shareholder of the insurance company, and must comply with the requirements of the insurance law and relevant regulatory laws and regulations. Words, excessive penetration supervision is self-seeking. Unsatisfied principal = beneficiary is held by the trusteeTrust companyThe shares do not represent the principal-beneficiary to obtain the shares of the target company. The trust document may stipulate that the future trustee needs to transfer the equity to the client, or there may be no agreement. The principal may meet the qualifications of the target company's shareholders in the future, or not. If the trustee is obliged to transfer the equity to the principal=beneficiary according to the trust document, and the principal=beneficiary does not have the shareholder qualification at the time, but the trust document cannot be fulfilled, it does not need to be declared invalid.

The purpose of strict supervision is to protect the stability of the financial industry and protect the interests of policyholders or creditors of insurance companies from illegal infringement. For policyholders and creditors, trustee shareholders are obviously qualified and shareholdings. The trustee has to bear all the responsibilities and risks. As for the internal relationship of the trusteeship relationship, it is obviously not the concern of the creditors and policyholders, and it is not the concern of the regulatory authorities. The people's courts have no reason to declare that the holding of shares is invalid on the grounds of respecting administrative supervision.

Editor in charge: Robot RF13015
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