Liangshan Investor-Protection Case: Chen resolution non-establishment

Reference Case: Chen Moumou v. Shandong A Company and Beijing B Company

When a resolution concerns matters directly affecting a major shareholder's own interests, such as extending that shareholder's contribution deadline, the interested shareholder should recuse from voting. If a minority shareholder is not notified and the remaining votes do not satisfy the charter threshold once the interested shareholder is excluded, the resolution is not established.

Holding

When a resolution concerns matters directly affecting a major shareholder's own interests, such as extending that shareholder's contribution deadline, the interested shareholder should recuse from voting. If a minority shareholder is not notified and the remaining votes do not satisfy the charter threshold once the interested shareholder is excluded, the resolution is not established.

Issues

notice to shareholdersrecusal of interested shareholdersvoting threshold for major corporate matters