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.