Shanghai High Court Judgment: supervisor-convened meeting and legal-representative change

Reference Case: Supervisor-Convened Temporary Shareholders' Meeting and Change of Legal Representative

Where the executive director or existing management organs fail to convene a shareholders' meeting lawfully, a temporary shareholders' meeting convened by the supervisor under the Company Law may validly serve as the internal basis for removing and appointing the executive director and legal representative. Even before registration is updated, internal disputes between the company and its shareholders should in principle be resolved by reference to the valid shareholder resolution.

Holding

Where the executive director or existing management organs fail to convene a shareholders' meeting lawfully, a temporary shareholders' meeting convened by the supervisor under the Company Law may validly serve as the internal basis for removing and appointing the executive director and legal representative. Even before registration is updated, internal disputes between the company and its shareholders should in principle be resolved by reference to the valid shareholder resolution.

Issues

supervisor-convened temporary shareholders' meetingappointment and removal of legal representativeinternal resolutions versus registration change