[Case Introduction]: Ding Mou, who lives in Shanghai, and Ji Mou, who lives in Changzhou, acquired a township enterprise in Changshu to produce golf clubs on May 13, 2002. Ding contributed 320,000 yuan, accounting for 40% of the shares, and Ji contributed 480,000 yuan, accounting for 60% of the shares. Due to Ding's excellent management ability, the scale of the company has gradually grown in just over ten years, and it has become a leader in the industry with strong assets, and the company has never been too popular; On March 23, 2006, Jimou went to the administrative department for industry and commerce to increase capital, and the registered capital was changed to108,000 yuan, of which Ding contributed 2.7 million yuan, accounting for 25% of the shares, and Jimou contributed 8 10/00,000 yuan, accounting for 75% of the shares. On May 9, 2006, the company was renamed Changshu Steel Pipe Co., Ltd. (hereinafter referred to as Steel Pipe Company).
On June 5438+065438+ 10, 2007, Ding suddenly found that he was no longer a shareholder of the steel pipe company without any intention to inquire about the enterprise information. An "equity transfer agreement" in the industrial and commercial registration materials surprised him greatly. According to the agreement, as early as August 28, 2006, I transferred all the shares of my steel pipe company to a company in Jiangsu (hereinafter referred to as Company A), and registered the change of shareholders in the industrial and commercial department on September 28. The name of "Ding Mou" in the equity transfer agreement and the resolution of the shareholders' meeting on August 28th, 2006 was not signed by me. Ding is busy at work on weekdays, but he can't forget August 28, 2006, because it happened that he personally drove several staff members to Shandong for professional training and registered in Shandong for one night with his ID card. How can anyone attend the shareholders' meeting in Shandong? How can you transfer all your shares for free? ! Ding was more sad than angry when he thought that he had worked hard for many years but was cheated in the dark.
In desperation, Ding found Ji, but Ji ignored him. Due to lack of patience, Ding hired lawyers from China Bank Ben Wu Branch and Xu Qiang Branch to tell his story. The two lawyers decided to accept Ding's entrustment and seek justice for him. In the following days, the two lawyers investigated and collected evidence in many aspects, studied the litigation angle, analyzed the rebuttal evidence that the other party might present, and collected evidence materials. In the end, they unanimously decided to restore Ding's shareholder status through confirmation litigation.
At the end of 2007, two lawyers filed a complaint and brought the steel pipe company and company A to court together. The creditor's right is: 1, and the equity transfer agreement on August 28, 2006 is invalid; 2. The resolutions of the shareholders' meeting formed after August 28, 2006 by the steel pipe company are all invalid; 3. Confirm that Ding is a shareholder of Steel Tube Company, with 25% equity. The legal costs shall be borne by the two defendants. Suzhou Intermediate People's Court accepted the case because the subject matter was large and the case was complicated.
Just as the two lawyers were waiting for the court to arrange a hearing, Ding suddenly came to the office and said that the other party wanted to negotiate with him. After hearing this, the two lawyers thought that it would be more convenient to terminate the contract if the purpose could be achieved through reconciliation, so they told each other that they could negotiate, but Ben Wu and Xu Qiang would come forward.
The negotiation process is very complicated. The opposing agent claimed to be the president of the court, and the two lawyers did not make any concessions for the benefit of the parties. After several hours of hard negotiations, the three parties finally reached an agreement, stipulating that the two defendants would pay Ding Iron and Steel Company a 25% equity transfer fee and a bonus of 3.08 million yuan. In exchange, Ding immediately submitted an application for withdrawal to the court. After the agreement was drafted, due to the distrust of the three parties, the two lawyers suggested going to Suzhou Intermediate People's Court together to fully and properly perform the rights and obligations stipulated in the agreement, and all three parties agreed. On June 9, 2008, Suzhou Intermediate People's Court, the original defendant signed an agreement and immediately fulfilled his obligations.
Things were finally settled as Ding Mou wished, years ago. Ding was very grateful to the two lawyers, saying that he could finally have a good year with his family.
[Lawyer's Reminder] With the development of economy, partnership companies are extremely common. Lawyers hope that shareholders of various companies should also pay attention to the protection of their own rights and interests during their operation, so as to prevent problems before they happen and prevent similar problems from happening. It is suggested to hire a lawyer to check before the establishment of the company to strengthen the ability to resist risks.
News source: Ben Wu, senior partner of Beijing Bank of China Law Firm Shanghai Branch.