Provisions on Several Issues Concerning the Application of the «PRC Company Law» (5)

关于适用《中华人民共和国公司法》若干问题的规定(五)

People's court allows share transfer to resolve shareholder disputes

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(Promulgated by the Supreme People's Court on April 28, 2019 and effective as of April 29, 2019.)

(最高人民法院于二零一九年四月二十八日发布,自二零一九年四月二十九日起施行。)

SPC Interpretation [2019] No.7

法释〔2019〕7号

Article 1:     If an affiliated transaction prejudices the interests of a company, the plaintiff company requests, pursuant to Article 21 of the Company Law, that the controlling shareholder, de facto controller, directors, supervisors and senior management personnel compensate for the loss incurred and the defendant mount(s) its/their defense only on the grounds that the procedures for the transaction in question, such as information disclosure and consent of the shareholders' meeting or shareholders' general meeting, provided for in laws, administrative regulations or the company's articles of association were carried out, the people's court shall reject such defense.

第一条 关联交易损害公司利益,原告公司依据公司法第二十一条规定请求控股股东、实际控制人、董事、监事、高级管理人员赔偿所造成的损失,被告仅以该交易已经履行了信息披露、经股东会或者股东大会同意等法律、行政法规或者公司章程规定的程序为由抗辩的,人民法院不予支持。

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