Zhiren case | Solutions to the protection of shareholders’ rights and interests in commercial Banks

2022-06-02 0 By

On December 11, 2021, Zhejiang Zhiren Law Firm 2021 Classic Excellent cases and legal service products Competition has successfully concluded.From January 11, we will continue to push award-winning classic cases and excellent products on display, aiming to build the core competitiveness of law firms, encourage and guide lawyers to create excellent cases and classic legal service products, promote the upgrading and integration of legal service level, and build a professional brand of “Zhiren”. Please pay attention.Today we publish the series of “Classic excellent Cases”.Solution to the protection of shareholders’ rights and interests of commercial banks — Effectively assisting asset management clients to 100% succeed in safeguarding rights in five months.This case is a typical corporate law and financial law in the intersection of two major areas of difficult commercial case.In the second half of 2019, an asset management company became the shareholder/actual controller of company A, A shareholder of an unlisted commercial joint-stock bank (hereinafter referred to as the “commercial bank”) through equity transfer in the form of debt-for-shares.Company A timely and actively reported to the commercial bank the equity transfer, equity structure, actual controller and other matters, requiring the commercial bank to report the change of actual controller to the regulatory authorities in accordance with regulatory requirements.However, the commercial bank immediately replied that it did not approve the change of the actual controller, and restricted the shareholders’ right to know and the right to receive dividends of COMPANY A.Subsequently, COMPANY A reported the aforementioned situation to the local Banking and Insurance regulatory bureau of the commercial bank.The CBRC replied that “there is no situation that needs to be reported to the regulatory authorities”.Even so, company A failed to make any progress in communication with commercial banks.Helpless, A company commissioned zhejiang Zhiren law firm jin Litigation circle team for rights protection.In terms of procedure, in order to save the cost of safeguarding rights and improve the efficiency of litigation, zhou Yan, the lawyer of our team, demonstrated the possibility of combining the two cases of shareholders’ right to know and the right to claim for the distribution of corporate earnings, and successfully filed the case in the first-instance court without any resolution documents related to shareholders’ dividends by collecting other side evidences.In terms of the entity, how to persuade the judge that “there is no change in the shareholders of commercial banks that needs approval/record” has become a major task.Therefore, the attorney demonstrated the internal logic of administrative supervision in detail, combined with the provisions of the articles of association of the commercial bank, and concluded that the commercial bank should pay dividends to company A and protect the shareholders’ right to know.Through the lawyer’s agency work, in the first instance, the client COMPANY A won the lawsuit judgment within three months, and immediately received the full amount of shareholder dividends;In the second trial stage, the commercial bank withdrew the lawsuit voluntarily and immediately contacted Company A to present relevant documents, which guaranteed the shareholders’ right to know of Company A.The handling time of the case was only 5 months, and the efficient and professional service of the lawyer was recognized by the client.At the same time, the attorney wrote an introduction to key Issues in Equity Management of Commercial Banks — From the Perspective of Equity Change and Shareholder Rights Limitation, sharing and communicating relevant legal issues with colleagues.In the process of establishment, operation and governance of an ordinary company, the most important thing is to straighten out the relationship between shareholders and ensure that the shareholders’ association, a governance institution, can effectively play its role.For financial institutions, which are important organizations related to the allocation and financing of social funds, equity management is even more important.From the perspective of public retrieval, there are very few cases of equity management litigation of commercial banks. Lawyers acting for this case can complete the first and second trial stages in a very short time, and ensure 100% rights protection for clients, which requires careful preparation in the early stage and bold attempts in the later stage.In particular, the application of five visualization tools for litigation provides us with some important experience in representing difficult commercial cases in the future.Zhu Qihong, senior partner of Zhejiang Zhiren Law Firm Professional direction: Good at commercial litigation, non-performing assets disposal, enterprise investment and financing legal services, provide perennial legal advisory services for many large enterprises