(2021)京民终495号

Reference Case: Zhang Dongju et al. v. Nanjing Gangyan Venture Capital Partnership

The Beijing Higher People's Court distinguished between actually repurchasing the shares and paying damages for failing to timely complete the supporting steps for that repurchase. Although the target company could not directly pay the redemption price without first completing a capital reduction, its failure to timely push that process forward breached ancillary contractual duties, so delay damages were available. Those damages did not automatically reduce registered capital or amount to a disguised withdrawal of capital.

Holding

The Beijing Higher People's Court distinguished between actually repurchasing the shares and paying damages for failing to timely complete the supporting steps for that repurchase. Although the target company could not directly pay the redemption price without first completing a capital reduction, its failure to timely push that process forward breached ancillary contractual duties, so delay damages were available. Those damages did not automatically reduce registered capital or amount to a disguised withdrawal of capital.

Issues

whether a target company may owe delay damages on a redemption obligation when capital reduction was not completedwhether capital-maintenance principles automatically displace contractual VAM damageswhether failure to timely advance the capital-reduction process breaches the target company's ancillary duties