In order to systematically sort out the rule changes and adjudication logic in the field of equity transfer after the implementation of the new "Company Law" and effectively respond to difficult issues in practice, on June 27, 2026, the first phase of the "Famous Lecture Series" organized by Liu Jianzhong, equity partner of Jingsh Law Firm and director of the Company Law Professional Committee of Jingsh Law Firm (National), officially opened in the large lecture hall on the first floor of Jingsh Law Firm. This event specially invited Xie Hongfei, director of the Private Law Research Center of the Institute of Law of the Chinese Academy of Social Sciences, professor, doctoral supervisor, and vice president of the Civil Law Research Society of the China Law Society, to serve as the guest speaker. He gave a full-day in-depth lecture on the topic of "New "Company Law" Equity/Share Transfer Regulations and Their Legal Application". The atmosphere was warm and more than 100 lawyers from inside and outside the firm participated in this event.
▲Lecture site
He Fang
Equity partner of Jingsh Law Firm
Deputy Director of the Corporate Law Professional Committee of Jingsh Law Firm (National)
He Fang, equity partner of Jingsh Law Firm and deputy director of the Corporate Law Professional Committee of Jingsh Law Firm (National), expressed her sincere welcome and heartfelt thanks to Professor Xie Hongfei in her opening speech. She pointed out that equity transfer is the core link of a company's capital flow, and it is also the most common and complex battlefield in the practice of corporate lawyers. It has been more than two years since the new Company Law was implemented. Equity transfer rules have undergone a systematic reshaping from procedural simplification to responsibility allocation, and there are endless disputes in practice. As the first issue of the "Celebrity Lecture Series" of the Corporate Law Professional Committee of Jingsh Law Firm (National), Professor Xie Hongfei, who has been deeply involved in the discussion of the new "Company Law" and the revision of judicial interpretations, was specially invited to break down the barriers between the original intention of the legislation and the practical implementation of the case, focusing on the practical problems of new regulations such as restrictions on internal and external transfers of equity, rights of first refusal, transfer of defective equity, and lock-up periods for share transfers. She said that this lecture was designed to help fellow lawyers accurately grasp the latest trends in equity transfer rules and improve their ability to deal with complex commercial disputes. She looked forward to the participating lawyers being inspired and improved during the day's in-depth study.
Xie Hongfei
Institute of Law, Chinese Academy of Social Sciences
Director of Private Law Research Center
Professor, doctoral supervisor
Vice President of the Civil Law Research Society of China Law Society
During the lecture, Xie Hongfei, director of the Private Law Research Center of the Institute of Law of the Chinese Academy of Social Sciences, professor, doctoral supervisor, and vice president of the Civil Law Research Society of the China Law Society, gave a systematic explanation on the four major sections of the legal application of the new equity transfer regulations of the "Company Law", the intersection of transaction law and organizational law in equity transfer contracts, equity changes and shareholder lists, and non-litigation practices of equity/share transfer.
Professor Xie Hongfei first gave a systematic explanation on the new equity transfer regulations of the "Company Law"and their legal application. He focused on interpreting the legislative logic of Article 84 of the new "Company Law" deleting the "consent of more than half of other shareholders" requirement - referring to the provisions of the "Civil Code" on the preemptive right of co-owners based on shares, a new rule of "written notice + thirty-day implicit waiver" was established to simplify the transfer process and improve transaction efficiency. He conducted an in-depth analysis of the "unintended effects" that may arise from this modification, especially the applicable disputes that may arise on the issue of making dormant shareholders visible, and conducted a detailed analysis based on the relevant provisions of the "Judicial Interpretation III of the Company Law" and the "Nine People's Minutes". Regarding the practical operation of pre-emptive rights, Professor Xie Hongfei broke down difficult issues one by one around the identification standards of "equal conditions", the exercise period of pre-emptive rights, and the conflict between pre-emptive rights and the transfer of shareholders' right to regret. Taking the Supreme People's Court Gazette case of Zhongjing Industrial v. Shanghai Electric Power Equity Transfer Dispute as an example, he made an in-depth analysis of the legality of the property rights exchange's self-imposed rule of "failure to enter the market shall be deemed to have given up the right of preemption." He pointed out that if the right holder has not expressly given up, it cannot be automatically determined that he has lost the right of preemption. This judgment logic has important guiding significance for practical operations.
Professor Xie Hongfeifocused on the intersection of transaction law and organizational law in equity transfer contracts. Through typical cases such as the Wei Fengjiao case and the Beijing Hengtuo Yuanbo case, he revealed the importance of "price" as a necessary clause in a paid contract - if the parties fail to reach an agreement on the equity transfer price, the contract will not be performable due to the lack of core elements. Regarding the issue of capital contribution liability for equity transfer under the subscription system and defective equity, Professor Xie comprehensively sorted out the different views in judicial practice and focused on the provisions of Article 88 of the new Company Law - after the equity transfer has not expired, the capital contribution obligation shall be borne by the transferee, and the transferor shall bear supplementary liability for the capital contribution that the transferee fails to pay on time. This provision puts forward higher requirements for the due diligence and contract clause design of equity transfer transactions. He also gave a systematic explanation of hot practical issues such as the validity of equity transfer contracts that infringe the right of preemption, unauthorized disposal and bona fide acquisition of equity, and the transfer of equity in a limited company owned by one spouse.
In the Equity Change and Shareholder List**,Professor Xie Hongfei provided an in-depth explanation of the principle of distinction between equity transfer contracts and equity changes - a contract generates a right of claim but cannot directly lead to changes in equity, and the actual transfer of equity requires the performance of a change. Regarding when the equity was transferred, he sorted out various views and focused on interpreting the relevant provisions of the "Nine People's Minutes" and the new "Company Law", explaining the three-tier relationship in the equity change. In the Non-litigation practice section, Professor Xie focused on the issue of charter restrictions in equity transfers. Through the Guiding Case No. 96 "Song Wenjun Case", he analyzed the validity boundary of the "people leave and shares stay" clause, and conducted in-depth discussions on cutting-edge issues such as the validity determination and performance rules of the gambling agreement.
▲Q&A session
In the question and exchange session, the participating lawyers actively asked questions about difficult practical issues such as the reversal of equity after the termination of the equity transfer contract, the contractual validity of the infringement of the right of preemption, and the legal application of the Yin and Yang equity transfer contracts. Professor Xie Hongfei responded one by one based on the theoretical framework and judicial practice experience.
Li Dawei
Equity partner of Jingsh Law Firm
Deputy Director of the Corporate Law Professional Committee of Jingsh Law Firm (National)
Finally, Li Dawei, equity partner of Jingsh Law Firm and deputy director of the Corporate Law Professional Committee of Jingsh Law Firm (National), delivered a summarizing speech.
First of all, he expressed his sincere gratitude to Liu Jianzhong, Director of the Corporate Law Professional Committee of Jingsh Law Firm (National), for his efforts in organizing this lecture, and said that the Corporate Law Professional Committee of Jingsh Law Firm (National) will continue to launch a series of lectures to build the Jingsh Law Firm brand and empower the lawyer business through professional activities. Afterwards, he shared three learning experiences: First, "the foundation for the application of theoretical law" - classical theories are the foundation of practical work, such as the "tragedy of the commons" and other interdisciplinary theories of economics and law, which are of great value in agency writing and court debates; second, "the scene of practical institutional value" - many things can be gained through lectures Practical inspirations, such as the application of rights of first refusal in equity donation and inheritance, etc., provide specific ideas for corporate legal advisory services; the third is the "antidote to complex and complex problems" - equity transfer disputes may involve contract law, company law, basic civil systems and even criminal fields at the same time. The handling of complex problems requires a comprehensive vision of cross-departmental law. He pointed out that equity transfer disputes account for the highest proportion of corporate litigation and are one of the most complex types of disputes, involving multiple intersections of transaction law and organizational law. Professor Xie Hongfei's one-day lecture was both theoretical and practical. From the original intention of legislation to the logic of judgment, from interpretation of provisions to case deductions, it clarified the core disputes and practical points in the field of equity transfer for the participating lawyers. He said that the Corporate Law Professional Committee of Jingsh Law Firm (National) will continue to hold the "Lecture Series by Famous Experts", inviting experts from various fields to come to the firm for exchanges, focusing on cutting-edge issues and practical difficulties in corporate law, and helping to improve the professional quality of lawyers. He looks forward to meeting with you in the next issue.
The lecture lasted nearly seven hours. Xie Hongfei, director of the Private Law Research Center of the Institute of Law of the Chinese Academy of Social Sciences, professor, doctoral supervisor, and vice president of the Civil Law Research Society of the China Law Society, brought a feast of knowledge with both academic depth and practical value to the participating lawyers with his profound theoretical foundation, rich practical cases, and simple explanation style. Next, the Corporate Law Professional Committee of Jingsh Law Firm (National) will continue to launch the "Lecture Series by Famous Experts" to build a high-level professional exchange platform around cutting-edge issues and practical difficulties in corporate law to continuously empower the professional development of lawyers.