4亿赔偿款、6年奋战史：虹桥正瀚助客户胜诉关联交易损害公司案

案情回顾
2018年，国有参股公司（下称“参股公司”）的实控人林某因涉嫌职务侵占、骗取银行贷款等多项罪名被采取强制措施，参股公司的国资股东紧急接管公司后发现林某利用实际控制人的便利条件，安排参股公司与其关联公司开展关联交易，损害公司利益，侵权手段极其隐蔽，金额巨大。在国资股东的支持下，参股公司对接虹桥正瀚，希望对林某及其关联方立即提起关联交易损害公司利益诉讼。
诉讼难点
实际控制人利用关联关系损害公司利益的诉讼本身极具挑战性，特别是在确认实控人身份，揭示其隐蔽的侵权行为，以及区分正常商业交易与侵权行为之间的模糊界限，认定侵权金额等方面，颇有诉讼难度。
本案集中体现了上述常见难点，事实庞杂，侵权行为隐蔽，林某在案发（刑事犯罪）前已销毁和隐匿了大量关键证据，遗留的部分文件又涉嫌数据造假，参与经营管理的高管均受林某指挥，无人配合揭示侵权真相。因此，参股公司难以充分证明案涉交易的侵权本质及受损金额。
争议解决
接受客户委托后，面对多重困境，虹桥正瀚立即开展了专案论证，通过拆解、研判案涉交易的商业模式，逐步还原交易严重缺乏商业合理性，甚至毫无商业实质，并创设性利用掌握的年度审计报告确定初步的受损金额，先成功实现立案及全额保全的第一目标。
随后，虹桥正瀚代理参股公司立即向法院申请对受损金额进行司法鉴定，在全体被告极力反对，通过信访、投诉等方式极限向法院施压的情况下，经虹桥正瀚详尽论证，成功说服法院启动司法鉴定，面对被告659箱会计凭证逐一质证的“要求”，虹桥正瀚再次充分发挥了团队化办案的优势，全所调配专业人员，及时高效完成了质证，有力应对了对方试图阻碍司法鉴定的企图。
针对被告强烈抗辩，声称交易获利是美好意愿，但不应“成王败寇”，并提交了大量证据试图证明交易的合理性和必要性，强调交易系经董事会集体决策且股东自始知情。对此，我们逐一驳斥，有效破解了其辩解逻辑。
一审法院最终依据鉴定意见，判决林某及关联方连带赔偿4亿元，上海高院日前经过19月的审理，作出生效判决，维持了林某及其关联方（受益人）的赔偿责任。
Indemnity of RMB 400 Million and Six Years of Fighting History: Zhenghan assisted the client in the victory of the company over the related-party transaction damage to the company
Background
In 2018, the actual controller of a state-owned joint-stock company (hereinafter referred to as the “Joint-Stock Company”), Lin, was subjected to coercive measures for alleged offenses including embezzlement and fraudulent bank loan applications. Upon an emergency takeover of the Joint-Stock Company by its state-owned shareholder, it was discovered that Mr. Lin had leveraged his position as the actual controller to facilitate related-party transactions between the Joint-Stock Company and entities affiliated with him, thereby causing significant harm to the company’s interests. The methods of infringement were extremely covert, involving substantial amounts of money. With the support of the state-owned shareholder, the Joint-Stock Company seeks to cooperate with Zhenghan to initiate litigation promptly against Mr. Lin and his affiliates for damages caused by these related-party transactions.
Challenges
Litigation involving an actual controller’s abuse of related-party relationships to harm the company’s interests is inherently challenging. In particular, difficulties arise in establishing the identity of the actual controller, uncovering their covert acts of infringement, distinguishing between legitimate commercial transactions and infringing acts, and determining the amount of damages caused by such infringements. These aspects present significant hurdles in the litigation process.
This case exemplifies the aforementioned common challenges, characterized by complex facts and highly concealed acts of infringement. Prior to the discovery of the criminal offenses, Lin had already destroyed or concealed a significant amount of critical evidence. The remaining documents are suspected of containing falsified data. Furthermore, the senior executives involved in the company’s operations were all under Lin’s command, with no one willing to cooperate in uncovering the truth about the infringement. As a result, the Joint-Stock Company faces considerable difficulty in adequately demonstrating the infringing nature of the transactions in question and quantifying the resulting damages.
Resolution
After being engaged by the client and confronting numerous challenges, Hongqiao Zhenghan immediately undertook a focused case analysis. By breaking down and scrutinizing the business models behind the disputed transactions, they were able to show that these deals lacked commercial rationale and, in some instances, had no genuine business substance at all. Drawing creatively on annual audit reports, they established a preliminary estimate of the damages. This approach successfully achieved the first key objectives: filing the case and obtaining a full asset freeze.
Acting on behalf of the Joint-Stock Company, Hongqiao Zhenghan swiftly applied to the court for a judicial appraisal to determine the extent of the damages. Despite vigorous opposition from the defendants—who resorted to complaints, petitions, and other means to pressure the court—the firm presented a meticulous and compelling case, persuading the court to proceed with the appraisal. When the defendants demanded a line-by-line review of 659 boxes of accounting records, Zhenghan showcased its strength in collaborative litigation. By deploying a team of experts across the firm, the review was completed promptly and thoroughly, effectively neutralising the defendants’ attempts to derail the judicial appraisal process.
In response to the defendants’ strong objections, who claimed that the profits from the transactions were driven by good intentions and that the outcome should not be judged as a case of “victor or vanquished,” they presented a substantial amount of evidence to argue the transactions’ reasonableness and necessity, stressing that they were collectively decided by the board and fully known to the shareholders from the outset. We countered each of these points, effectively dismantling their defense.
The first-instance court, relying on the appraisal opinion, ultimately ordered Lin and his affiliates to jointly compensate 400 million yuan. After 19 months of deliberation, the Shanghai High Court recently issued a final ruling, upholding the compensation liability of Lin and his affiliates (the beneficiaries).