Pan Shiyi's sudden intrusion and becoming a partner of equal equity made Fosun very angry. On the second day of the acquisition, Fosun Group, the original major shareholder of the 8- 1 plot project and holding 50% of the shares, proposed to enjoy the "preemptive right", and the SOHO acquisition was invalid; Subsequently, Fosun took six companies, including SOHO China, Greentown and Shanghai Zendai, to court at the beginning of the year.
Subsequently, the "land king" turned into a dispute, bringing many enterprises including Fosun, SOHO China, Greentown and Shanghai Zendai to court. April 20 13, the first-instance judgment-Fosun won the case.
court decision
Shanghai No.1 Intermediate People's Court held that the transaction between the defendant Greentown Company and the defendant Zheng Da Wudaokou Company was subjective and malicious and should bear the main fault liability.
Although its related party transactions did not directly harm the plaintiff's 50% rights and interests of Fosun Commercial in Haizhimen Company, after the defendant's related party transactions, the other 50% rights and interests of Haizhimen Company belonged to the same interest party as the defendant Changye Company and the defendant Changsheng Company, thus effectively depriving the plaintiff of the preemptive right to the other 50% rights and interests of Haizhimen Company.
This move obviously circumvents the provisions of Article 72 of the Company Law and belongs to Item 3 of Article 52 of the Contract Law? The situation of "covering up illegal purposes in a legal form".
In addition, the two sides also disputed the reorganization of the board of directors of Haizhimen Company, and the unfavorable factors of each holding 50% equity structure have begun to appear, and the deadlock in the future management and autonomy of Haizhimen Company is inevitable. Obviously, the consequences of related party transactions between the defendants are not conducive to the actual operation of Haizhimen Company and the project company, and it is also difficult to ensure the subsequent normal development of the Bund 8- 1 plot project.
To sum up, Shanghai No.1 Intermediate People's Court ruled that the disputed equity transfer agreement was invalid, and the defendant Jiahe Company and the defendant Zheng Da Real Estate Company restored the equity status of the defendant Greentown Company and the defendant Zheng Da Wudaokou Company to that before the transfer.
Refer to the above content: Zhongqing Online-Shanghai Bund "Wang Di" case judgment
Refer to the above content: Baidu Encyclopedia-The Case of Shanghai Bund Diwang