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Steadfast protection — behind every case lies real protection for a business and for the founders who built it
Kevin Jun Lin
Director of Guangdong Zhenpin Law Firm. For more than a decade he has focused on equity disputes and shareholder rights protection, using the law to safeguard business growth.
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Frequently Asked Questions
High-frequency questions on corporate governance, shareholder disputes, commercial conflicts and White-Collar Crime — answered by Lawyer Kevin Jun Lin.
See more questionsHow can a minority shareholder exit the company?
A minority shareholder generally has four exit routes: (1) requesting the company to repurchase the shares where statutory grounds exist — five consecutive profitable years without dividend distribution, merger or division or transfer of principal assets, expiry of the business term, and similar; (2) transferring the shares to other shareholders or to a third party, subject to the other shareholders'…
Read the answer ›What can a shareholder do when the company refuses to allow inspection?
Shareholders may inspect and copy the articles of association, shareholders' meeting minutes, board and supervisory board resolutions and financial accounting reports, and may request access to the accounting books and vouchers in writing. If the company refuses without proper justification, the shareholder may bring a court action to compel disclosure. Where the circumstances are serious, the shareholder may also claim…
Read the answer ›Is a nominee shareholding (equity entrustment) agreement valid?
Nominee shareholding agreements are in principle valid under the Company Law, and the contractual relationship between the actual investor and the nominal shareholder is protected by law. That said, for a hidden shareholder to be registered as a shareholder of record, the consent of more than half of the other shareholders is required, and the arrangement may not be used…
Read the answer ›A valuation adjustment mechanism (VAM) has failed — how much must the founder pay?
The compensation amount is governed by the agreement, most commonly structured as "share repurchase plus a fixed return" or "cash compensation". An important caveat: a VAM entered into with the company itself may be held invalid because it harms the company and its creditors, whereas one entered into with shareholders or the actual controller (the founder) is generally enforceable. The…
Read the answer ›When can a share repurchase right be triggered?
Repurchase rights are typically agreed in the investment agreement. Common triggers include: failure to complete a qualified IPO within the agreed period, missed performance targets, material breach, the founder's departure, or breach of non-compete obligations. Once triggered, the investor may require the company or the founder to repurchase the shares at the agreed price, which usually includes a fixed annualised…
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