(2019)最高法民申1474号

Gazette Case: Jilin Financial Holding Group Co., Ltd. v. Jilin Financial Asset Management Co., Ltd. and Hongyun Group Co., Ltd.

Sharp shareholder conflict, related-party transaction disputes, or occupation of company funds do not automatically amount to a deadlock warranting dissolution. If shareholder and board organs can still convene, vote, and produce valid resolutions under the law and the charter, and governance has not substantively collapsed, courts should ordinarily deny judicial dissolution.

Holding

Sharp shareholder conflict, related-party transaction disputes, or occupation of company funds do not automatically amount to a deadlock warranting dissolution. If shareholder and board organs can still convene, vote, and produce valid resolutions under the law and the charter, and governance has not substantively collapsed, courts should ordinarily deny judicial dissolution.

Issues

boundaries of judicial dissolutionshareholder conflict and fund occupationwhether dissolution is available when corporate organs still function