Send a case summary

示意情形 / Hypothetical

Hypothetical: Foreign minority shareholder wants the books — Chinese directors say “trade secret”

fdi-compliance

Illustrative business architecture for JV governance and shareholder discussions

This is a fictional hypothetical scenario. It does not represent an actual client, a matter handled by the firm or a result.

Hypothetical · JV articles, information rights, deadlock clauses

01

Scenario & challenge

Story setup: A foreign party and a Chinese partner formed an inland manufacturing JV; the foreign side holds under half. Two quarters of numbers do not match shipment volumes. The foreign shareholder asks in writing for accounting books and key contracts; Chinese directors reply that trade secrets require majority approval, and push the shareholders’ meeting. The articles have a deadlock clause with fuzzy triggers; the foreign finance secondment has lost ERP login. The foreign side does not want an immediate unwind — but will not inject more capital while blind.

02

Possible approach

Illustrative moves: (1) map Company Law information rights and articles procedure into a compliant inspection request; (2) lock refusal records, access-revocation logs, and meeting notices; (3) parse deadlock, exit, transfer, and dispute-clause triggers; (4) weigh a negotiated audit scope against preparing an information-rights path; (5) keep the request specific and purpose-stated so it is harder to paint as harassment. No preset court win or buyout price.

03

Limits & uncertainties

Stops at a filed inspection request and a deadlock-clause map; no completed audit, no exit, no valuation.

Back to all scenarios

China counsel for overseas clients

Send a case summary to discuss fit

Include where you are based, the China counterparty’s name, payment and contract highlights, and your goal. A form submit is not an engagement. WhatsApp is coming soon — use the form, email, or phone [Pending] for now.

Send a case summary

Submitting information does not create an attorney-client relationship.