略论瑕疵股权转让之责任承担.pdf

略论瑕疵股权转让之 责任承担 目 录 中文 摘 要 ·················································································… … 111 A b stract ············，····································································… … V 引 言 ······························································，··················，··… … 1 第一章 瑕疵股权 的法 律 界定 ················································……2 第 一 节 瑕 疵 股 权 的概 念 ············································，············… …2 一 、瑕 疵 的界 定 ·····································································… …2 二 、股 权 的界定 ·····································································……2 三 、瑕 疵 出资 的界 定 ································，······························… …3 四 、瑕 疵 股 权 的广 义和 狭 义 界 定 ················································… …3 第 二节 瑕 疵 股 权 的形 成 原 因 (瑕 疵 出资 的具 体 形 态 ) ·····················‘··…4 一 、学 理 上分类 ·····································································… …4 二 、现 行 法 律 规 定 ····················，·············································… …5 第二章 出资瑕疵股 东 资格认 定及瑕疵 股权 可转让性 分析 ······……7 第 一 节 出资瑕 疵 股 东 资格 认 定 ················································… …7 第 二 节 瑕 疵 股 权 可 转 让 性 分 析 ················································… …9 第三章 瑕疵股权转让 的效力认定 ··········································……n 第 一节 瑕 疵 股 权 转 让 的几种 效 力学 说 ······，································… … 11 一 、绝 对 无 效说 ··································································… … n 二 、 区 别 说 ·························，··············································… … 12 三 、绝 对 有 效 说 ····，·····························································… … 12 四 、可 撤 销 说 ·····································································… … 12 第 二节 判 断瑕 疵 股权 转 让 合 同效 力 的基 本 原 则 ······