Gazette Case: Listed Share Nominee Holding

Gazette Case: Shenyin Wanguo Securities Co., Ltd. v. Shanghai Guohong Real Estate Co., Ltd.

Where an original shareholder transfers listed-company legal-person shares for consideration and the agreement clearly expresses a transfer and is followed by registration, the arrangement is a transfer rather than nominee holding; non-payment of the price restores only a claim for payment, not the transferred shares. Holdings and changes in listed-company shares should generally be determined by the public registration record.

Holding

Where an original shareholder transfers listed-company legal-person shares for consideration and the agreement clearly expresses a transfer and is followed by registration, the arrangement is a transfer rather than nominee holding; non-payment of the price restores only a claim for payment, not the transferred shares. Holdings and changes in listed-company shares should generally be determined by the public registration record.

Issues

nominee holding of listed-company legal-person sharespublicity effect of share-transfer registrationopposability of securities registration