Abstract:
Article 140 of the revised Company Law adds provisions requiring listed companies to disclose information about shareholders and de-facto controllers in accordance with law, and sets prohibitive conditions for nominee shareholding of listed company stocks in its second paragraph, but also leaves some interpretive space. However, Article 140 possesses both declaratory and prohibitive characteristics, and its open-ended referential channels and intersecting normative intentions may lead to a blanket determination that nominee shareholdings of listed company stocks are invalid in practice. This tendency would further create legal application difficulties in handling illicit gains from unlawful conduct. To balance securities regulatory objectives with investment space, it is suggested to interpret paragraph 2 of Article 140 as a mandatory obligation under private law, preserving opportunities for remediation and cure of nominee shareholding validity. In legal application, analytical methods such as contract validity preservation and behavioral nature conversion should be adopted to narrow the scope of invalidity determinations. It is recommended to focus on identifying cases of non-material securities information disclosure defects and equity trust holdings, connecting with the current judicial practice's stance of fairly distributing stock investment returns.
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