论“人走股留”条款的效力——基于21份裁判文书的分析

On the Effectiveness of the Clause of “People Leave and Shares Stay”: An Analysis Based on 21 Verdictss

我国法院对“人走股留”条款法律效力认识不一,争议焦点集中在资本多数决的适用和企业的人合性两方面。股权转让关涉股东私权利,“人走股留”条款应该基于善意为公司整体利益而为之,主要应从行为人动机和股权转让条款内容两方面进行判断,关注相关价格条款的公平性,最终决定条款效力。

The courts in China now hold different attitudes towards the clause of “people leave and shares stay”. They application of capital majority and the human compatibility of the enterprisec are the two main focuses of dispute. The transfer of shares right involves the private rights of shareholders. The clause of “people leave and shares stay” should be based on good faith for the overall interests of the company. It should mainly be judged from two aspects of the actor’s motivation and the content of the equity transfer clause, and pay attention to the fairness of the relevant price clauses to finally determine the effectiveness of the clause.