入库编号2024-08-2-269-007

Database Case: Tu Mou v. Chen Mou and a Shanghai Intelligent Technology Company

A target-company repurchase clause is not automatically invalid merely because capital-maintenance rules may affect performance, although actual repurchase must comply with mandatory reduction procedures. Temporary inability of the company to perform does not release the controller who jointly guaranteed the valid repurchase obligation, while any recourse against the company remains subject to capital-maintenance constraints.

Holding

A target-company repurchase clause is not automatically invalid merely because capital-maintenance rules may affect performance, although actual repurchase must comply with mandatory reduction procedures. Temporary inability of the company to perform does not release the controller who jointly guaranteed the valid repurchase obligation, while any recourse against the company remains subject to capital-maintenance constraints.

Issues

target-company share repurchasecapital-reduction procedurecapital maintenancecontroller's joint and several guarantee