Case 1: Supreme People's Court (2015) Miner Final Word No. 236 "Dazhong Company v. Torch Mining Company Equity transfer Dispute Case. The Supreme Court confirmed that the Equity Transfer Agreement stipulated that Party A Dazhong Company would transfer 44% of the equity of Zongsheng Company to Party B Shenghuo Mining Company, and the transfer payment would be 650 million yuan, which would be paid in stages; The prospecting licenses for the three coal resources owned by Zongsheng Company are funded by Party B and Party A when the company was established; Party B shall unconditionally perform this Agreement regardless of whether the prospecting licenses for the three coal resources are invalid, expired or invalid. Three mining permits have not been granted. If Party B fails to pay the first equity transfer payment, Party B shall issue an IOU of 20 million yuan to Party A. Later, according to the relevant regulations of the State, new coal mine projects are prohibited. Party A requests Party B to pay the equity transfer fee of 100 million yuan and liquidated damages. The Supreme Court believes that the three coal resources involved in the application for mining rights procedures or project approval has not been approved, and national policy reasons are not the only reason for the failure to approve cooperative development projects. As a company jointly established by both parties, both parties shall share the benefits and risks, and after the transfer of the company's equity, the transfer fee shall be distributed according to the proportion of shareholders' shares. The torch mining company first transferred the shares of the cooperative company held by the large company, and the Torch Mining company should be able to foresee the commercial risks that can not be transferred in the future. At the same time, according to Article 4 of the Equity Transfer Agreement, the Torch Mining Company should be able to predict the possible risks. In addition, when the first equity transfer payment requested by a large company expires, the relevant provisions of the State have not been issued, and it can be confirmed that it does not meet the principle of change of situation. Therefore, in this case, the Torch mining company used the principle of change of circumstances as a defense to terminate the contract, and the Supreme Court did not support it. And the final judgment of the torch mining company to the bulk company to pay equity transfer of 100 million yuan and liquidated damages.

In its interpretation of "whether the case complies with the principle of change of circumstances", the Supreme Court explicitly stated that the so-called situation refers to objective circumstances, specifically referring to all objective facts related to the contract. Alteration refers to an abnormal change in the environment or basis on which the contract is established. In the confirmation, attention should be paid to correctly judging whether it is a change of situation or a business risk, which needs to be analyzed from the aspects of predictability, accountability and consequences according to the case.

Case 2: Intermediate People's Court of Qingyang District, Gansu Province (2014) Qingzhong Minchu Zi No. 51 "Dispute over equity transfer between Zhang Curming and Ning Peiyan. The court found that Zhang Morial and Ning Peiyan were husband and wife. In December 2012, they agreed to divorce, and agreed that the shares of the concrete company and real estate company shared by the husband and wife belonged to Ning Peiyan and her children. In the property division column of the tabular voluntary divorce agreement kept by the Civil Affairs Bureau, the woman's property is the equity of a real estate company and a concrete company, and the man's property is a Toyota car and savings. The shareholders' meeting of the real estate company decided to agree that Zhang Curming would transfer 90% of the shares to Ning Peiyan, and the shareholders' shares of the company would be 90% held by Ning Peiyan and 10% held by the concrete company. In January 2013, Zhang Scoli signed a real estate company equity transfer agreement with Ning Peiyan. The real estate company has registered the industrial and commercial changes of the new shareholders and legal representatives. After Ning Peiyan did not pay the equity transfer fee of 9 million yuan to Zhang Ming. And Ning Peiyan transferred the equity to others again, and registered the industrial and commercial change. On the grounds that Ning Peiyan's behavior constitutes a fundamental breach of contract, Zhang has appealed to the court to terminate the equity transfer agreement and Ning Peiyan to compensate for the loss. Ning argued that the equity transfer agreement is the fulfillment of the obligation of property ownership agreed in the voluntary divorce agreement, and there is no fundamental breach of contract. The equity transfer has been registered for industry and commerce. In order to maintain the stability of the company and protect the security of the established transaction, it is unrealistic to terminate the contract. The court held that the two people voluntarily signed the equity transfer agreement and passed the meeting of the company's shareholders. Under the circumstance that Ning Peiyan failed to fulfill the obligation of payment of equity transfer fee on time, Zhang has fulfilled the obligation of equity change and registered the transfer of shareholders. After becoming a shareholder of the company, Ning transferred all the equity to others, and has also been registered for industrial and commercial change. If the share transfer agreement signed between Zhang Scoli and Ning Peiyan is revoked, it is obviously not conducive to the stability of the company and the protection of the established transaction relationship, so Zhang Scoli's appeal is rejected.

The so-called legal right to rescind is actually to give the parties the right to rescind the contract under certain circumstances, but whether the contract should be rescind or leave room for judicial discretion. Equity transfer is a kind of commercial transaction behavior, should follow the principle of commercial law to maintain the security of the transaction. Corporate equity change not only involves the interests of the company, the shareholders of the company, but also involves the creditors and employees of the company, which involves many interests. After the company's equity transfer and change registration, the equity change registration has public credibility for the society, and the third party has reason to believe that the content of the registration is the real situation, and then decide to trade with the company or not to trade. Therefore, from the perspective of maintaining the security of the transaction and maintaining the stability of the company, the equity transfer agreement should not be terminated. In addition, if the legal effect of rescission of the contract has not been performed, the performance shall be terminated; If the performance has been made, the parties may, depending on the performance and the nature of the contract, request restitution or other remedial measures, and have the right to claim compensation for losses.

Case 3: Supreme People's Court (2013) MinerZhuzi No. 26 "A case of equity transfer Dispute between Zhejiang Songdu Holdings Co., Ltd. and Baike Investment Management Co., Ltd. and Songdu Foundation Investment Co., LTD." The court found that in order to realize the backdoor listing of Songdu Group and the turnaround of Songdu Foundation, Encyclopedia Investment and Songdu Group signed a "framework agreement" in 2009. On December 15, 2009, Encyclopedia Investment and Songdu Holdings signed the Equity Transfer Agreement, in which Encyclopedia Investment agreed to transfer its equity in Songdu Foundation to Songdu Holdings. The transfer price of Baike Investment's underlying equity to Songdu Holdings is RMB 300 million; Both parties agree that Songdu Holdings will pay 100 million yuan in cash to Encyclopedia Investment, which will be used to release the pledge of the underlying equity; Encyclopedia Investment changes the registration of the target equity to the securities account of Songdu Holdings; Songdu Holdings undertakes to pay another 100 million yuan in cash to Encyclopedia Investment within 7 days from the date of the registration of the underlying equity transfer to the securities account of Songdu Holdings, which is directly used for Encyclopedia Investment to release the mortgage of three parcels of land, and Encyclopedia Investment will immediately mortgage the land after the release to Songdu Foundation. Encyclopedia Investment transferred its equity in Songdu Foundation to Songdu Holdings on January 18, 2010, but Encyclopedia Investment did not mortgage the relevant land to Songdu Foundation; Song Du Holding still has 50 million yuan of equity transfer funds not paid to Encyclopedia investment. On November 3, 2011, Encyclopedia Investment filed a lawsuit with the Court of first instance on the grounds that Songdu Holdings still owed Encyclopedia Investment 50 million yuan for the purchase of shares and refused to pay, requesting the People's Court to order Songdu Holdings to pay Encyclopedia Investment 50 million yuan for the purchase of shares and liquidated damages and Songdu Foundation to bear joint and several liability for the above arrearage. The Supreme Court held that when Baike Investment did not perform its prior land mortgage obligations, Songdu Holdings exercised the right of defense for first performance, which was not limited to protecting its own contractual rights, but also protecting the legitimate rights and interests of Songdu and other shareholders of Songdu Development. To sum up, Songdu Holdings claims that the right of defense should be supported first, and Encyclopedia Investment's claim that Songdu Holdings and Songdu Foundation should pay 50 million yuan in arrears and liquidated damages to them has no factual and legal basis.

The right of defense for first performance means that, in accordance with the contract or the provisions of the law, the party who has the obligation to perform later may refuse to perform its corresponding obligation in order to protect its interests under the contract if the party who has the obligation to perform earlier fails to perform the obligation in due time, or if there are major defects in the performance of the obligation. The right of defense for first performance occurs in a two-party contract with a sequential order of performance. The right of defense involved in equity transfer contract disputes is no different from other types of contracts.

As a special type of contract, equity transfer contract also has disputes that are easy to produce in general contracts, such as contract validity disputes, contract performance disputes, contract cancellation disputes, contract termination disputes, etc. We will analyze it for enterprises one after another. Hillhouse Law Firm will give full play to its professional advantages and effectively help enterprises prevent relevant legal risks; We will also provide enterprises with more forms and more abundant legal service projects according to the development of the industry and the actual situation of enterprises, and guide enterprises to make scientific decisions and standardize development.