Case library
Chinese guiding cases and comparative common-law decisions on personality, governance, director duties, and shareholder remedies.
Mainland China cases, including cross-border disputes where the Mainland case is the organizing reference point.
Start with the nature and purpose of the company, separate personality, limited liability, CSR/ESG, and how companies differ from partnerships, sole proprietorships, and individual businesses.
长丰法院法定代表人委托他人处理公司事务案
A recent judgment emphasizing that civil acts conducted by a legal representative in the company's name are attributed to the company.
陈某与乙公司、丙公司等买卖合同纠纷案
A Supreme People's Court typical case in which an actual controller used affiliated companies to shift transaction benefits and evade debts, leading the court to pierce horizontally.
大宗集团有限公司、宗锡晋与淮北圣火矿业有限公司、淮北圣火房地产开发有限责任公司、涡阳圣火房地产开发有限公司股权转让纠纷案
A Gazette equity-transfer case distinguishing the transfer of company shares from the transfer of the underlying mining right held by the company.
段某某与某甲公司股东资格确认纠纷案
A shareholder-status dispute in which the appellate court used Article 1 of the Company Law to distinguish a company-member relationship from a partnership relationship.
指导案例132号：中国生物多样性保护与绿色发展基金会诉秦皇岛方圆包装玻璃有限公司大气污染责任民事公益诉讼案
A guiding case recognizing that a polluter's voluntary investment in effective pollution-control facilities may reduce damages in environmental public-interest litigation.
指导案例148号：高光诉三亚天通国际酒店有限公司、海南博超房地产开发有限公司等第三人撤销之诉案
A guiding case holding that a shareholder normally lacks a direct legal interest to bring a third-party revocation action against an effective judgment involving the company and another party.
指导案例15号：徐工集团工程机械股份有限公司诉成都川交工贸有限责任公司等买卖合同纠纷案
A corporate personality and creditor-protection case involving affiliated companies, commingled business, overlapping personnel, and confusion of assets.
指导案例173号：北京市朝阳区自然之友环境研究所诉中国水电顾问集团新平开发有限公司、中国电建集团昆明勘测设计研究院有限公司生态环境保护民事公益诉讼案
A related preventive environmental public-interest case requiring courts to assess major ecological risks to endangered species before irreversible damage occurs.
指导性案例215号：昆明闽某纸业有限责任公司等污染环境刑事附带民事公益诉讼案
A leading environmental public-interest case applying corporate personality denial to make shareholders jointly liable for a company's ecological damage debts.
指导性案例259号：北京市丰台区某环境研究所诉江苏某钢集团有限公司环境污染民事公益诉讼案
A related environmental public-interest case requiring courts to confirm that public-interest claims have been fully realized before allowing withdrawal.
指导性案例260号：北京市朝阳区某环境研究所诉山西某铝业有限公司环境污染民事公益诉讼案
A guiding case requiring substantive judicial review of settlement or mediation terms in environmental public-interest litigation.
0元转让股权、更换法定代表人为99岁老人案
An enforcement-stage case treating a zero-price share transfer and replacement of the legal representative with a 99-year-old as an attempt to weaken enforcement pressure.
嘉宸公司与海马公司股东损害公司债权人利益责任纠纷案
A Supreme People's Court First Circuit report explaining when a creditor's evidence of personality confusion is strong enough to shift the burden to the shareholder.
昆玉市人民法院涤除挂名法定代表人登记案
A typical case in which a person registered as a nominal legal representative, without ownership or management authority, obtained judicial support for expungement.
刘某诉韩某房屋维修合同纠纷案
A house-repair contract dispute in which the court reportedly held that Article 1 of the Company Law does not extend to a personal services relationship between natural persons.
龙岩新罗法院恶意逃避债务案（“傀儡”法定代表人）
A typical case on actual-controller liability where an elderly relative was used as a puppet legal representative while real controllers withheld company records and evaded debt.
南通双盈贸易有限公司诉镇江市丹徒区联达机械厂、魏恒聂等六人买卖合同纠纷案
A Gazette case on identifying a partnership relationship behind an externally registered sole proprietorship and allocating civil liability among partners.
挂名法定代表人欠薪案（实际老板担责）
A labor-supervision matter in which evidence showed that the registered legal representative was nominal and the actual controller bore responsibility for wage arrears.
世欣荣和投资管理股份有限公司与长安国际信托股份有限公司等信托合同纠纷案
A Gazette case involving limited-partnership fund investors, derivative-style enforcement, trust contracts, and listed-company share-return arrangements.
王某月诉薛某亮清算责任纠纷案
A reference case holding a so-called professional closure actor liable after taking over a company and using false liquidation materials to cancel the company's registration and defeat creditors.
韦统兵与新疆宝塔房地产开发有限公司等请求变更公司登记纠纷案
SPC Gazette case holding that a company must implement a valid internal removal of its legal representative and complete the corresponding registration change.
韦某某诉新疆某房地产公司、新疆某投资公司、新疆某甲投资公司请求变更公司登记纠纷案
A reference case stating that a legal representative removed from office may require the company to complete legal representative change registration.
张某诉阆中某房地产开发有限公司请求变更公司登记纠纷案
A reference case supporting expungement where an employee was registered as a nominal legal representative but did not actually control or manage the company.
赵某某诉某餐饮公司、吴某甲买卖合同纠纷案
A reference case holding that a shareholder's liability for company-personal asset commingling is not erased merely because the shareholder later transfers the equity.
郑州某某公司诉河南某某公司等买卖合同纠纷案
A reference case on horizontal disregard of corporate personality where two formally separate companies shared premises, business scope, related legal representatives, and confused operations.
Follow the company from formation registration to articles of association, focusing on constitutive registration, public filing, business licences, false registration, charter autonomy, and comparative constitutional-document models.
北京鼎兴商贸有限公司诉黑龙江众信普惠数据科技有限公司买卖合同纠纷案
A sale-of-goods dispute rejecting invalidity based solely on both parties' alleged operation beyond registered business scope where the goods had required health permissions and no Civil Code invalidity ground applied.
Carson与纽鑫达公司股东资格确认纠纷案
China's first post-Foreign Investment Law case supporting an overseas natural person's request to confirm shareholder status and become the registered shareholder where the business was outside the negative list.
招商银行股份有限公司大连东港支行与大连振邦氟涂料股份有限公司借款合同纠纷案
A leading unauthorized company-guarantee case on whether a bank could rely on a legal representative's signature despite Company Law limits on external guarantees.
域外法查明入库案例9：某国际金融产品（新加坡）有限公司诉香港某甲公司等质押合同纠纷案
A reference case on cross-border share pledges, corporate capacity, internal approval, and which law governs a Hong Kong company's provision of security.
董事任职条件由公司章程规定的案例
Case note using article-based director qualifications to illustrate that resolutions violating law, administrative regulations, or the articles may be challenged within the statutory revocation period.
指导案例10号：李建军诉上海佳动力环保科技有限公司公司决议撤销纠纷案
A company-resolution case emphasizing the limits of judicial review where the dispute concerns business judgment rather than procedural or charter illegality.
指导案例96号：宋文军诉西安市大华餐饮有限公司股东资格确认纠纷案
A shareholder-status case on charter-based transfer restrictions and agreed repurchase arrangements in a restructured state-owned enterprise.
北京市海淀区法院涉股东出资责任纠纷典型案例
A set of eight typical cases addressing contribution performance, nominee holding, limitation defenses, set-off, equity transfers, and creditor protection under the revised capital regime.
上海艾久投资管理股份有限公司与上海市静安区市场监督管理局工商登记案
Administrative registration dispute refusing to revoke company registration where a shareholder had relied on the formation materials during listing and raised a seal-authenticity objection only after later civil conflict.
公司设立时“僵尸股东”除名案
A founder-shareholder expulsion dispute involving registered articles, accelerated contribution timing, capital credibility, and refusal to cooperate with registration change.
万家裕诉丽江宏瑞水电开发有限公司股东资格确认纠纷案
A shareholder-status dispute holding that amended articles take internal effect once shareholders reach the amendment agreement; business registration is a publicity condition, not an internal validity condition.
张文与江苏省南京市栖霞区行政审批局等工商登记纠纷上诉案
Administrative case on identity misuse in company formation, emphasizing targeted correction of erroneous registration items rather than wholesale denial of corporate personality.
中山市长进贸易有限公司涉嫌提交虚假材料取得市场主体登记听证告知公告
Current registration-authority notice alleging that a company used formation materials containing false identity information and signatures, including articles, appointment documents, lease materials, and domicile certificates.
Trace company capital from subscription to equity and bond financing, with emphasis on the five-year contribution period, authorized capital, class shares, no-par shares, convertible bonds, and creditor-facing capital maintenance.
北京某建材公司诉北京某科技公司、马某等买卖合同纠纷案
Reference case explaining conditions under which a shareholder may set off a matured claim against the company to satisfy a capital contribution obligation.
某建材公司诉庄某某、某矿业公司等股东损害公司债权人利益纠纷案
SPC typical case holding that zero-price affiliated transfers of unpaid subscribed equity and a later contribution-deadline extension used to evade an existing debt did not defeat the creditor's claim to supplementary liability.
江苏金土地种业有限公司与扬州今日种业有限公司、戴某某、杨某某、柏某某侵害植物新品种权纠纷案
Plant-variety infringement case in which original shareholders transferred unpaid subscribed equity for zero consideration to avoid a company debt, leading to supplementary liability.
大拇指环保科技集团（福建）有限公司与中华环保科技集团有限公司股东出资纠纷案
Cross-border shareholder contribution dispute involving a Singapore parent and its Fujian wholly foreign-owned enterprise, addressing applicable law, liquidator authority, representative authority, and unpaid capital.
王勤杰与励城公司出资期限延长纠纷
A case discussion used by practitioners for the proposition that extending a shareholder's capital contribution deadline generally requires unanimous shareholder consent.
姚锦城与鸿大（上海）投资管理有限公司、章歌等公司决议纠纷案
Gazette case holding that a shareholder resolution cannot use capital majority to deprive another shareholder of the agreed benefit of a capital contribution period without legal basis or urgent justification.
Map corporate governance theory, organ design, shareholder-board-manager-supervisor powers, audit committee reform, employee representation, and disputes over statutory authority.
刘美芳诉常州凯瑞化学科技有限公司等公司决议效力确认纠纷案
A Gazette case on company-resolution validity, useful for testing defects in convening, voting, and the legal characterization of corporate decisions.
许明宏诉泉州南明置业有限公司、林树哲与公司有关的纠纷案
A Gazette case on what counts as a board resolution and how courts assess corporate decision-making documents for company-law purposes.
Explain the duty and liability system for directors, supervisors, senior managers, controlling shareholders, actual controllers, and securities-market gatekeepers.
全国首例上市公司董监高违反公开承诺案
A reported Shanghai Financial Court case holding a listed-company director and a subsidiary manager liable to investors after an unperformed public share-purchase commitment and misleading follow-up statements.
陕西某置业公司诉张某某、朱某某损害公司利益责任纠纷案
A supervisor who also handled finance failed to stop and participated in asset-draining conduct by the legal representative, supporting joint liability for company losses.
上海某流体设备技术有限公司诉施某某损害公司利益责任纠纷案
A general manager and director diverted a valve-supply opportunity to a company he controlled; the court treated the opportunity as belonging to the company and awarded the company the diverted contract spread.
某甲公司诉高某某、程某公司关联交易损害公司利益纠纷案
A Supreme People's Court retrial treated undisclosed related-party procurement through directors' affiliated company as company-interest harm where the transaction structure caused benefits to flow out of the company.
董事、高级管理人员另立公司经营同类业务，是否应当承担责任？
A company-interest harm dispute in which company personnel, including supervisors, were held responsible after setting up a competing business and diverting business opportunities.
胡某生等与斯曼特微显示科技（深圳）有限公司损害公司利益责任纠纷再审案
After prosecutorial protest, the SPC limited directors' liability for failure to call unpaid capital to responsibility proportionate to fault and causation, rejecting automatic full joint liability for shareholders' unpaid contribution.
郑州思维物业管理服务有限公司、河南易元置业有限公司公司关联交易损害责任纠纷案
A supervisor-filed representative action challenging related-party transactions and alleged company-interest harm, useful for linking conflict transactions, derivative procedure, and internal supervision.
Study shareholder status, economic rights, governance participation, inspection, resolution challenges, oppression, buyout, derivative litigation, double derivative litigation, and dissolution as minority remedies.
小股东以新《公司法》第89条3款新规要求公司回购股份
Practitioner report describing an appellate dispute in which minority shareholders invoked revised Company Law Article 89(3), with the appellate court reportedly rejecting the buyout claim after finding insufficient basis for oppression-based repurchase.
指导案例67号：汤长龙诉周士海股权转让纠纷案
Guiding case on whether installment-payment sales rules give a transferor an automatic termination right in a limited liability company equity transfer.
指导案例8号：林方清诉常熟市凯莱实业有限公司、戴小明公司解散纠纷案
A company dissolution dispute illustrating judicial intervention when shareholder deadlock and serious governance breakdown make continued operation difficult.
江苏华工创业投资有限公司与扬州锻压机床股份有限公司、潘云虎等请求公司收购股份纠纷案
Widely cited post-Haifu valuation-adjustment case recognizing the validity of a target-company share-repurchase undertaking while tying performance to statutory capital and repurchase procedures.
李淑君、吴湘、孙杰、王国兴诉江苏佳德置业发展有限公司股东知情权纠纷案
Gazette case on shareholder inspection rights, including accounting books and vouchers, and the company's burden when alleging an improper inspection purpose.
南京安盛财务顾问有限公司诉祝鹃股东会决议罚款纠纷案
Gazette case on article-based sanctions against shareholders, holding that a shareholder fine resolution lacked effect where the articles did not clearly specify the standard and range of penalties.
苏州工业园区海富投资有限公司与甘肃世恒有色资源再利用有限公司、香港迪亚有限公司、陆波增资纠纷案
Landmark valuation-adjustment case distinguishing investor compensation undertakings by target-company shareholders from compensation undertakings by the target company itself.
张建中诉杨照春股权确认纠纷案
Gazette case confirming the validity of a nominee-shareholding agreement between the actual investor and registered shareholder, while requiring the statutory transfer-consent pathway before registration can be changed.
Examine when separate personality yields to creditor protection, especially in affiliated-company groups, undercapitalized operations, one-shareholder companies, and confused assets.
指导案例163号：江苏省纺织工业（集团）进出口有限公司及其五家子公司实质合并破产重整案
A guiding case on when affiliated companies with severe personality and asset commingling may be substantively consolidated in bankruptcy reorganization.
指导案例9号：上海存亮贸易有限公司诉蒋志东、王卫明等买卖合同纠纷案
A leading case on shareholders' liquidation obligations and creditor protection after a company is deregulated or loses its business license.
Connect company law to securities regulation, listed-company governance, disclosure obligations, overseas listings, investor protection, market enforcement, and comparative public-company regimes.
投资者保护典型案例（五）：全国首例依据新虚假陈述司法解释判决案——东方金钰案
The first judgment applying the new securities false-statement judicial interpretation, emphasizing controller responsibility and causation analysis.
魏某等315名投资者诉上海飞乐音响股份有限公司证券虚假陈述责任纠纷案
A Shanghai Financial Court case applying the ordinary representative action mechanism to a securities false-statement dispute involving 315 investors and over RMB 123 million in compensation.
年度评选投资者保护典型案例：五矿证券先行赔付广道数字虚假陈述投资者损失
A 2026 typical case involving advance compensation for investors in a Beijing Stock Exchange false-statement and major-illegal-delisting matter.
投资者保护典型案例（四）：首例操纵市场民事赔偿胜诉案——恒康医疗案
The first successful civil compensation case for market manipulation, turning securities-law market-misconduct rules into investor damages.
年度评选投资者保护典型案例：中证投服中心首单针对短线交易归入权的股东代位诉讼案
A 2026 typical case using a shareholder derivative action to force disgorgement of a controlling shareholder's short-swing trading profits to the listed company.
年度评选投资者保护典型案例：金通灵破产重整落地保障特别代表人诉讼超4万名投资者
A 2026 typical case coordinating special representative securities litigation with listed-company reorganization so more than 40,000 investors could receive compensation through the restructuring process.
年度评选投资者保护典型案例：锦州港案覆盖A、B股投资者
A 2026 typical case marking the launch of the first special representative litigation covering both A-share and B-share investors after alleged long-running revenue inflation.
投资者保护典型案例（一）：全国首例证券纠纷特别代表人诉讼案——康美药业案
The first special representative securities litigation in China, resolving claims by more than 52,000 investors arising from Kangmei's large-scale financial fraud.
投资者保护典型案例：投保机构股东代位诉讼摩登大道资金占用案
A shareholder derivative action by an investor-protection institution over controlling-shareholder fund occupation at a listed company.
年度评选投资者保护典型案例：赛为智能虚假陈述支持诉讼案
A 2026 support-litigation case pursuing issuer, manager, and assisting-counterparty liability for false statements caused by fabricated procurement and subcontracting transactions.
年度评选投资者保护典型案例：中证投服中心支持投资者提起操纵市场民事赔偿诉讼
A 2026 support-litigation case in which investors succeeded in a civil damages claim arising from market manipulation of Sanfu Outdoor shares.
投资者保护典型案例（二）：全国首例公司债券纠纷普通代表人诉讼案——五洋债案
The first ordinary representative litigation for a company-bond fraud dispute, with investors awarded compensation and intermediary gatekeeper duties placed under pressure.
投资者保护典型案例：泽达易盛欺诈发行特别代表人诉讼案
The first special representative litigation involving a STAR Market issuer and China's first securities collective-litigation settlement, covering fraud in issuance and continuing disclosure.
投资者保护典型案例：紫晶存储先行赔付案
A STAR Market fraud and disclosure case resolved through an advance-compensation fund funded by intermediaries, linking administrative enforcement with investor recovery.
Study state-invested company governance, private-economy protection, Party leadership, state-asset supervision, accountability, compliance, and the foreign-investment controls that sit alongside company law.
域外法查明入库案例3：杰某公司诉夏某公司股东知情权纠纷案
A reference case on a foreign shareholder's information rights in a Chinese-foreign joint venture, combining domestic company law, foreign-law ascertainment, preservation, and settlement.
人民法院依法平等保护民营企业合法权益典型民商事案例
Seven civil and commercial cases on equal protection of private enterprises, covering financing fees, loan acceleration, shareholder limited liability, historical burden cleanup, reputation and credit, and civilized enforcement.
最高人民法院首批涉外商事海事调解典型案例
SPC typical mediation cases involving cross-border commercial and maritime disputes, including a foreign-investment equity-transfer dispute resolved through court-guided mediation.
最高人民法院首批依法保护外商投资权益典型案例
Five SPC typical cases on foreign-invested enterprise disputes, including company-interest injury, shareholder information rights, company dissolution, company seals and licenses, and related-party transaction liability.
涉民营企业产权和民营企业家权益保护再审典型案例
Four SPC retrial typical cases protecting private enterprise property rights and entrepreneur rights, emphasizing legality, restraint in criminal law, criminal-civil boundary discipline, and equal treatment of private and state-owned enterprises.
最高人民法院第三批涉外商事海事调解典型案例
SPC typical mediation cases involving cross-border investment, equity transfers, sales contracts, maritime operations, salvage, and recognition and enforcement of foreign arbitral awards.
人民法院依法平等保护民营企业和企业家合法权益典型案例
Twelve SPC typical cases on protecting private enterprises and entrepreneurs, including crime/non-crime boundaries, lawful property separation, enterprise reputation, government payment, back-to-back clauses, innovation, outbound trade, and compliant operation.
Comparative cases from common-law and other non-Mainland jurisdictions for doctrinal comparison.
Start with the nature and purpose of the company, separate personality, limited liability, CSR/ESG, and how companies differ from partnerships, sole proprietorships, and individual businesses.
Supreme Court of Canada decision refusing to lift the veil for a sole shareholder's own benefit while recognizing his insurable interest through insurance-law principles.
House of Lords decision applying separate personality to corporate property, holding that a shareholder had no personal insurable interest in assets owned by the company.
Singapore High Court decision rejecting broad single-economic-entity reasoning and affirming the separate legal personality of related companies in a commercial enforcement context.
UK Supreme Court decision sharply limiting veil-piercing while distinguishing evasion cases from ordinary property and trust analysis.
The classic common-law authority for separate corporate personality and limited liability.
Follow the company from formation registration to articles of association, focusing on constitutive registration, public filing, business licences, false registration, charter autonomy, and comparative constitutional-document models.
Comparative case material on the legal effect of articles in disputes over corporate power, director appointment, and whether outsider rights can be enforced through a company's constitutional document.
Trace company capital from subscription to equity and bond financing, with emphasis on the five-year contribution period, authorized capital, class shares, no-par shares, convertible bonds, and creditor-facing capital maintenance.
House of Lords decision distinguishing fixed and floating charges over book debts, with major implications for secured creditors and insolvency priority.
Map corporate governance theory, organ design, shareholder-board-manager-supervisor powers, audit committee reform, employee representation, and disputes over statutory authority.
Classic authority that directors are not ordinary agents of shareholders and need not implement an ordinary-resolution instruction where the articles allocate management power to the board.
Delaware Chancery decision treating board action taken for the primary purpose of interfering with shareholder voting as requiring a compelling justification.
Foundational authority for the Duomatic principle, under which unanimous informal shareholder assent can operate like a formal company resolution.
Delaware Supreme Court decision holding that action that is technically legal under corporate instruments may still be inequitable when used to obstruct shareholder voting.
Explain the duty and liability system for directors, supervisors, senior managers, controlling shareholders, actual controllers, and securities-market gatekeepers.
UK Court of Appeal decision holding that directors breached duty by taking a property opportunity sufficiently connected to the company's existing business, even though the company was not actively pursuing it.
Foundational Delaware corporate-opportunity decision requiring a fiduciary to account where an opportunity falls within the corporation's line of business, the corporation has an interest or expectancy, and the fiduciary's appropriation conflicts with duty.
Singapore Court of Appeal decision on directors' fiduciary duties, conflicts, and liability in the collapse of a corporate joint venture.
Leading proper-purpose authority holding that directors may not use share-issue powers primarily to alter control in a takeover contest.
A foundational Delaware case on board oversight duties and the difficulty of imposing liability for failure to monitor corporate compliance.
Delaware Supreme Court decision clarifying that bad faith, including intentional dereliction or conscious disregard of duty, sits within the duty of loyalty and can defeat business-judgment protection.
Delaware Supreme Court decision allowing business-judgment review for a controller squeeze-out merger conditioned from the outset on both an independent special committee and a majority-of-the-minority vote.
Singapore Court of Appeal decision on directors' fiduciary duties and the misuse of corporate opportunities in a joint-venture company.
Hong Kong Court of Final Appeal decision on claims against directors of an insolvent listed group, including creditor-interest duties and loss caused by improper distributions or redemptions.
Classic UK decision requiring directors to account for profits made from a corporate opportunity obtained by reason of their office, even without fraud or bad faith.
Leading Delaware decision on directors' duties when a company enters sale-of-control mode and board discretion shifts toward maximizing value for shareholders.
Delaware Supreme Court decision applying intrinsic fairness review where a controlling shareholder receives a benefit to the exclusion and detriment of minority shareholders.
A Delaware duty-of-care case focused on whether directors adequately informed themselves before approving a merger.
Delaware Supreme Court decision creating enhanced review for takeover defensive measures, requiring directors to identify a threat and adopt a proportionate response.
Singapore High Court decision setting out directors' fiduciary, care, skill, and diligence duties and the contextual assessment of executive and non-executive roles.
Foundational Delaware case on entire fairness in cash-out mergers, emphasizing fair dealing, fair price, disclosure, conflicts, and appraisal valuation.
Study shareholder status, economic rights, governance participation, inspection, resolution challenges, oppression, buyout, derivative litigation, double derivative litigation, and dissolution as minority remedies.
Delaware Supreme Court decision articulating demand futility, board managerial authority, director independence, and the business-judgment baseline for derivative litigation.
House of Lords decision recognizing that equitable considerations can justify winding up a closely held company whose incorporated form rests on partnership-like mutual confidence.
The classic proper-plaintiff rule, useful for understanding why derivative actions are exceptional rather than ordinary shareholder suits.
Singapore Court of Appeal decision on minority oppression, corporate wrongs, reflective loss, and director liability arising from misuse of a joint-venture company's assets.
Yung Kee decision on winding up a foreign holding company with a sufficient Hong Kong connection after a family-company shareholder dispute.
House of Lords decision on unfair prejudice, legitimate expectations, and the limits of relief where majority conduct is not legally or equitably unfair.
Singapore Court of Appeal decision on minority oppression, commercial unfairness, cumulative conduct, and remedies in a joint-venture company.
Singapore Court of Appeal decision on statutory derivative actions and the limits of shareholder leave where the relevant company is already in liquidation.
Hong Kong Court of Final Appeal decision on the boundary between unfair-prejudice petitions and claims seeking relief for wrongs done to the company.
Singapore Court of Appeal decision on just-and-equitable winding up, loss of mutual trust, exit assurances, and remedies in a closely held investment company.
Hong Kong Court of Final Appeal decision recognizing multiple derivative actions at common law where wrongdoer control prevents companies in a corporate group from suing.
Delaware decision on special litigation committees and judicial review of a board committee's attempt to terminate derivative litigation brought in the corporation's name.
Examine when separate personality yields to creditor protection, especially in affiliated-company groups, undercapitalized operations, one-shareholder companies, and confused assets.
English Court of Appeal authority rejecting veil piercing merely because a corporate group is organized to limit liability, absent agency, facade, statute, or other recognized ground.
Singapore Court of Appeal decision holding that, in general, the law of incorporation governs whether the veil of a Singapore-incorporated company may be lifted in a cross-border contract dispute.
Singapore decision distinguishing standard piercing, outsider reverse piercing, and insider reverse piercing, and rejecting insider reverse piercing by a beneficial-owner claimant seeking corporate assets.
Fourth Circuit case piercing the veil where a corporation was an empty shell, observed no corporate formalities, and was inadequately capitalized for its lease obligations.
Delaware Court of Chancery decision recognizing outsider reverse veil-piercing as a possible, exceptional remedy where corporate affiliates are allegedly used to avoid an appraisal judgment.
UK Supreme Court decision confirming that claims against a UK parent for alleged harm from a Nigerian subsidiary's oil operations should not be struck out where parent control or assumption of responsibility is realistically arguable.
Seventh Circuit case explaining the two-part Illinois veil-piercing inquiry: unity of interest and ownership, plus fraud or injustice beyond the mere existence of an unpaid judgment.
UK Supreme Court decision allowing Zambian environmental claims to proceed against a UK parent company on ordinary tort-duty principles, rather than by piercing the corporate veil.
Classic New York case refusing, at the pleading stage, to impose personal shareholder liability merely because a taxi business used many thinly capitalized corporations.
Connect company law to securities regulation, listed-company governance, disclosure obligations, overseas listings, investor protection, market enforcement, and comparative public-company regimes.
Leading U.S. securities-fraud case adopting a probability-magnitude approach to merger-negotiation materiality and recognizing fraud-on-the-market reliance for open-market Rule 10b-5 claims.
U.S. Supreme Court decision limiting Section 10(b) private claims to transactions in securities listed on U.S. exchanges and domestic transactions in other securities.
Hong Kong Court of Appeal decision refusing to sanction a privatization scheme where share-splitting and vote manipulation affected the shareholder meeting result.
Leading U.S. private-offering case holding that the private-offering exemption turns on whether the offerees need Securities Act protection, including access to registration-type information.
Landmark Hong Kong listed-company case in which the SFC obtained a public-interest winding-up order after alleged accounting fraud in a listed issuer.
Hong Kong Court of Final Appeal decision confirming the SFC's broad power to seek remedial orders under section 213 of the Securities and Futures Ordinance before separate criminal or market-misconduct findings.
Leading U.S. case defining materiality in the proxy-disclosure context by asking whether there is a substantial likelihood that a reasonable shareholder would consider the omitted or misstated fact important.