中国公司股权质押法律制度研究

Studies on Pledge System of Stock Rights of Chinese Company

This thesis takes deposition of pledge of stock rights as the main structure. It explains theoretical questions through analyzing as well as comparing the mechanism of pledge of stock rights in China with their counterparts abroad. Thus it proposes advice on the improvement of our current legal system. First of all, this thesis, by the analysis of current situation of pledge system of stock rights points out that China has now formed a legal regulation system that centers around Real Right Law of the People’s Republic of China and Guaranty Law of the People s Republic of China. The system is supplemented by other laws, regulations and judicial interpretations. Such a system reflects certain characteristics that the commercial law doesn’t pay enough attention, the legal terminology aren’t consistent and at the same time, relating rules are conflicting. This thesis then discusses the subject of the scope of pledge of stock rights by discussing separately the pledge of stock rights and the scope of stocks can be pledged in terms of limited liability company, joint stock limited company, and of state-owned equity shares. The thesis focuses on the pledge of potential share, the share of the mortgagee and the stock rights before share issuing. And also discusses the acceptance of pledge of stock rights of the parent company by the subsidiary. In part four, the thesis also analyzes the scope of the force of such pledge. And considers it should be the self-benefited rights, including rights of claim for the distribution of profits and residual properties and right of subscription of newly issued stocks. In part four, this thesis briefly explains how and when to enforce pledge of stock rights, and focuses on the priority of payment of the mortgagee. In part five, based on the analysis above, this thesis concludes several problems in the legal system. They are the loopholes in our current legal system in this field as well as conflicts among regulations. The laws don’t have rules about the validity of the pledge of flawed stock rights and other issues. Then it comes to the advice for improvement that we should, for example, increase regulations about the pledge of stock rights in corporation law. We should also add some articles about the duty of noticing. And we should amend some inappropriate rules in our current laws.