Professional Interpretation

The new Company Law promotes the transformation of corporate governance from shareholder primacy to director primacy. This imposes governance responsibility on entrepreneurs such as directors, supervisors, officers (DSOs) and actual controllers of a company, increasing their risk of performing duties with their personal property at stake. Therefore, reducing the risk of entrepreneurs and their families facing compensation over corporate governance is of great concern.

Both party A and party B are shareholders of company a, with a accounting for 30% of the shares and B for a state-owned enterprise holding company, accounting for 50% of the shares. Mr. Li is a director appointed by company B to company a, and also the head of financial department of company A. At the beginning of 2021, party A learned that there was still 1 million yuan of capital contribution of company B due but not paid in, and Mr. Li never called on company B according to his duty when he clearly learned that company B did not fulfill his obligation of capital contribution. In addition, Li used his authority to change the management authority of company A's office system, adjust the relevant processes and procedures of the company's internal management, and put pressure on the employees without reason, resulting in the failure of company A's normal operation for three consecutive months. In view of Li's behavior, how should company a and shareholders a protect the rights and interests of the company and themselves?

In recent years, the competition for corporate control has become more and more intense. The form of competition is no longer confined to the background, but gradually moved to the stage. In order to fight for corporate control, the disputes about the representation of corporate will caused by the internal power struggle in commercial cases are increasing. Voting right has also become the focus of contention among shareholders. If they fail to fulfill the obligation of capital contribution on schedule, there are serious differences among shareholders about whether their voting right can be limited. In the absence of special provisions in the articles of association, should shareholders vote according to the proportion of paid in capital contribution or the proportion of subscribed capital contribution?

Party A, Party B and Party C established company a in 2008, holding 51%, 45% and 4% shares respectively. In 2018, due to policy adjustment, the main business of company a could not continue to operate. Party A, Party B and Party C held shareholders' meetings on the transformation and development direction of company a for many times, but Party A and Party B could not reach an agreement. Up to now, the development of the company has been stagnant, How can companies get out of trouble?

In reality, because of corporate governance, there are raising disputes between the company and shareholders, between shareholders and shareholders, which makes the company in a stalemate due to the intensification of contradictions. The shareholders' meeting, the board of directors and other corporate governance institutions can not make decisions according to the legal procedures or the articles of association, thus making the company unable to operate normally and damaging the interests of shareholders. Can this kind of corporate deadlock be prevented? How to deal with such a deadlock?

According to the China Financial Non-performing Assets Market Survey Report (2021) issued by China Oriental Asset Management Co., Ltd. on April 16, 2021, the scale of non-performing loans of commercial banks will continue to increase, the non-performing rate will increase and the difficulty of disposal will be increased in 2021, and the disposal of non-performing assets will become more urgent. In the past, commercial banks have made a lot of "borrowing new and old" business to meet the needs of the production and operation of loan enterprises and reducing their non-performing loan rate. In fact, the non-performing loan rate has been treated as "technical treatment" from the account. In essence, the behavior leads to the indefinite extension of the loan term and the increasing risk of non-performing loans. Nowadays, a large number of non-performing assets disposal is imminent. How to avoid the guarantor's "out of guarantee" in "borrowing new loan to pay old loan" is not only an important grasp of the realization of the creditor's rights at the disposal end of the non-performing assets, but also determines the price of the non-performing asset package transferred by commercial banks.

In the process of business activities such as the establishment of companies, many actual investors of companies invest by the way of holding shares for the consideration of the number of shareholders, evasion of legal provisions, investment proportion, identity and other restrictive factors, which leads to the endless litigation of execution objection caused by the act of holding shares for the purpose of holding shares for the company in recent years. Can the dormant shareholder exercise the right of objection when the creditor of the nominal shareholder requests the court to enforce the equity of the nominal shareholder? Can dormant shareholders effectively fight against creditors of nominal shareholders? How does the court determine the validity of its objection? It is a subject with both practical significance and academic research value. Its essence lies in "whether the act of holding on behalf is applicable to commercial externalism, especially when the act of holding on behalf conflicts with the interests of creditors".

In recent years, various disputes over the control of the company have emerged one after another. The struggle between shareholders and husband and wife for the control and management of the company is surging, and battles are happening every moment. In recent years, the "competition" of official seals and related licenses has been common in such disputes. The public security organs often do not intervene in the handling of disputes, and more guide the parties to file lawsuits in the courts. However, the litigation process related to the " battle for control " related to company resolution disputes, license return disputes, etc., has been in dispute for several years. How to ensure the realization of the company's control rights during the settlement process? How to ensure that the company's operations are not interfered by other disputes of the company? These are all major issues that need to be solved urgently. The "behavior preservation" entrusted by the law to the courts has shown its power at this time. Although due to various considerations, judicial administrative agencies often take a very cautious attitude when making behavior preservation decisions in practice. Because of this, the application of the behavior preservation system in the disputes over the control of the company is worthy of our in-depth discussion here. The dispute resolution team of Beijing Docvit Law Firm will analyze this issue in combination with a series of recent cases of corporate control struggles.

It has been one year since the promulgation of the Minutes of the National Courts' Civil and Commercial Trial Work Conference (hereinafter referred to as the “Conference Minutes”) ，the six part of which stipulates the issue of "companies providing guarantees for others". According to Conference Minutes, a guarantee contract of the listed company providing guarantee in violation of regulations shall be deemed invalid. However, even if the guarantee contract is found to be invalid, it does not completely exempt the listed companies from their responsibilities. The listed company may still be required to bear half of the compensation liability of the debtor's insolvent part due to its faults. Combined with the latest judicial judgement point of view, this article makes a legal analysis on the liability of listed companies for illegal guarantee.

In 2013, Aileen Lee, a well-known American investor took the lead in referring to start-ups with a valuation of more than $1 billion in private equity and public markets as "unicorns". The remarkable feature of a unicorn enterprise is that although it is not well known in the initial stage, it almost dominates the market it belongs to. With the rapid development of China's socialist market economy, unicorn enterprises including Ant Financial Services Group and Didi Chuxing have emerged one after another. In this context, the Dispute Resolution Team of Beijing Docvit Law Firm launched “the Legal Service Product Line of Unicorn Enterprises” to help the rise of "unicorns".