Case playback:
In 2007 May, A real estate company, B Cci Capital Ltd and C group company joint investment 80000000 yuan to set up D Limited by Share Ltd, equity structure is 30%: 30%: 40%. After the founding of the company, the chairman, legal representative of C company E E, and by a nominated C F as general manager of company of group of a certain. Subsequently, a series of related party transactions are C, D, to 2008 June in various ways from D company to lend or withdrawal of funds up to 4000 yuan. In 2008 August, C company and D company signed a "debt settlement agreement", with low values overestimate property compensation owed by D company debt. D company assets shrink dramatically, business difficult to continue.
Intensive analysis:
The traditional enterprise established on the basis of no relevance independent property, management is not subject to the other enterprises, and take the independent property as to the meaning of authority or agency action execution consequences of guarantee. Enterprise alliance as a middle organization between market and enterprise, is beneficial to saving the market transaction cost and organization cost, give alliance members are higher than the pure market form or pure form of enterprise income. But the relationship between alliance members of both competition and cooperation, so that there are factors such as the distribution of interests contradiction, opportunism, differences in organizational culture, information asymmetry and unstable alliance organization, cause and non-market factors related transactions, insider trading and unconventional transactions will damage the associated enterprises, small shareholders and creditors the transaction relative person legitimate rights and interests of the problem. Practice has proved a lot of alliance, alliance of failure is often caused by poor management. But the alliance member companies in the law has the independent legal personality, can not benefit and conflict in alliance with the simple executive order to solve. Therefore, the alliance only through scientific management system can effectively solve the conflict between the members of alliance, the rational allocation of resources to protect the Union League, parent company's interests, to realize the goal of the alliance.
In this case, the A real estate company, B Cci Capital Ltd and C group company jointly set up the Limited by Share Ltd D, beneficial to play their respective advantages, forming a unique entrepreneurial ability. But the governance structure and management system of D Limited by Share Ltd is not perfect, resulting in C group company grasp at authority by oneself. In the interests of the drive, C group company through related party transactions took the D Limited by Share Ltd's property, damage to the A real estate company, B Cci Capital Ltd and the interests of creditors. D Limited by Share Ltd not only faces liquidation risk, C group company and the relevant responsible person also will be punished by law.
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