(2022)苏0116民初3207号;(2022)苏01民终14970号

Hongda Co., Ma Somezhen Interest Overcharge Compensation Dispute

In this dispute, the first-instance court held the actual controller/supervisory duty breach created a claim for interest loss, but the appellate court reversed. It ruled that a mere high-interest related-party loan was not automatically illegal where the transaction was part of a viable company financing choice and no sufficient fault was proved for abusing control; therefore the claim for the controller's compensation was dismissed.

Holding

In this dispute, the first-instance court held the actual controller/supervisory duty breach created a claim for interest loss, but the appellate court reversed. It ruled that a mere high-interest related-party loan was not automatically illegal where the transaction was part of a viable company financing choice and no sufficient fault was proved for abusing control; therefore the claim for the controller's compensation was dismissed.

Issues

actual controller misuse of affiliated-party transactionsexecutive related-party financinggood faith and diligence standard for directors/supervisorsscope of compensation