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Equity Design and Fundraising for a Start-up Non-contentious · Corporate Governance — full-cycle equity counsel from start-up and fundraising through to investor exitA cross-border e-commerce technology company incorporated in 2014 brought in a venture capital fund in 2016 (RMB 7 million for a 15% stake), and later went through a co-founder exit, articles-level governance reform and a targeted capital reduction for investor exit — with non-contentious legal support throughout. Counsel built a complete set of investor protections covering anti-dilution, liquidation preference and tag-along rights, and designed a new targeted capital-reduction exit route under the 2024 Company Law. Piercing Personal Debt: Company and Spouse Held Jointly Liable Marital Community Debt — establishing joint operation to open a new recovery route against the companyA lender advanced funds to the actual controller of a supply-chain company for business operations; the borrower's spouse served as legal representative and shareholder and used a personal account to receive and pay company funds. Applying the "joint operation" test under Article 1064 of the Civil Code, the court held the spouse jointly and severally liable for repayment, and further held the company jointly liable for the personal debt — opening a new route for creditors to reach company assets directly. A Technically Complex Commercial Dispute Technology-intensive litigation — a systematic defence that cuts through the technical fogThe plaintiff sued a distributor over allegedly non-conforming electronic components, claiming approximately RMB 48 million in economic loss plus contractual penalties. Counsel built a systematic defence around the contractual chain, specification disclosure, out-of-scope use and the foreseeability rule, and attacked defects in the testing report and the limitation-of-liability clauses. The claims were dismissed in full at both first and second instance. Minority Exit and the Battle over Controller Repurchase Corporate Guarantee Risk — defending on defects in the validity of the guaranteeThe plaintiff claimed a share repurchase price plus interest under a cooperation agreement, with the company bearing joint and several liability. Counsel attacked multiple validity defects: the corporate guarantee had not been approved by a shareholders' resolution, the guaranteed-return clause was manifestly unfair, and the repurchase object contravened Article 89 of the Company Law. Through court mediation the repurchase amount was substantially reduced and restructured into instalments, easing the client's cash-flow pressure.
Kevin Jun Lin

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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Empowering Business, Achieving Excellence

Frequently Asked Questions

High-frequency questions on corporate governance, shareholder disputes, commercial conflicts and White-Collar Crime — answered by Lawyer Kevin Jun Lin.

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How 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'…

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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…

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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…

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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…

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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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