Zaozhuang Intermediate Case: Shareholder-Loan Related-Party Transactions and Corporate Protection

Xiang v. Zaozhuang Taxi Co., Ltd. and Zaozhuang Energy Supply Co., Ltd.

The court held that Company Law does not prohibit related-party transactions as such, but controlling shareholders and their affiliates may not use such arrangements to divert corporate value. Here, the controller occupied company funds for a long period without a clear interest agreement and later settled on an interest rate far above ordinary bank lending rates. The court treated that as an unfair shareholder-loan related-party transaction and ordered recovery of the resulting excess loss to the company.

Holding

The court held that Company Law does not prohibit related-party transactions as such, but controlling shareholders and their affiliates may not use such arrangements to divert corporate value. Here, the controller occupied company funds for a long period without a clear interest agreement and later settled on an interest rate far above ordinary bank lending rates. The court treated that as an unfair shareholder-loan related-party transaction and ordered recovery of the resulting excess loss to the company.

Issues

shareholder-loan related-party transactionsfairness review of related-party transactionsinterest-rate benchmark and calculation of company loss