Taihe Updates | Partner Attorney Shi Qiao of our firm was invited to attend the Shunyi sub-venue of the China International Fair for Trade in Services and delivered a presentation on “Legal Risks and Mitigation Measures Related to Corporate Control under Earn-out Structures.”
Release Date:
2026-09-14
On September 10, the Capital Markets Thematic Session of the Financial Services Special Exhibition at the 2026 China International Fair for Trade in Services was successfully held in the Shunyi Financial Zone on the second floor of Hall No. 4 at Shougang Park. Attorney Shi Qiao, a partner at our firm, was invited to attend and delivered a specialized presentation titled “Legal Risks and Mitigation Measures Related to Corporate Control under VAM Structures” to more than 30 key listed and pre‑listed companies based in the district.
In this presentation, Attorney Shi Qiao used several equity‑investment and earnout‑dispute cases he has handled as a starting point to systematically examine the core legal issues in the realm of corporate control, focusing on multidimensional legal relationships—including those between controlling shareholders and the company, between controlling shareholders and external investors, and between controlling shareholders and other founders. The talk provided an in-depth analysis of the expanded scope of minority shareholders’ right to demand share repurchase under the new Company Law, dissected the boundaries and associated risks of the veto‑right, and highlighted the courts’ differentiated approaches in judicial practice toward company‑level earnouts versus earnouts involving the actual controller. It also clarified the constituent elements and procedural pathways for holding the target company jointly and severally liable for repurchasing shares from the controlling shareholder.
Meanwhile, Attorney Shi Qiao, drawing on landmark cases such as the “Haifu Case,” the “Bund Land King Case,” and the “Zhen Gongfu Case,” systematically dissected a range of cutting-edge issues, including the validity of pre‑resolution measures for capital reduction, the characterization of the right to repurchase, the time limit for exercising performance‑based compensation claims, the boundaries between force majeure and change of circumstances, the impact of a controlling shareholder’s withdrawal on repurchase obligations, and the legal consequences of investors gaining control over a company. By translating complex earn‑out‑related legal relationships into practical risk‑management guidelines, he helps enterprises proactively mitigate the risks of losing control and failing to meet earn‑out commitments in equity‑investment transactions.
Decoding capital‑market regulations and clarifying control‑related boundaries. This session was both professional and pragmatic, offering profound theoretical insights as well as practical guidance, thereby providing participating companies with clear, actionable steps to standardize their equity‑investment processes, establish robust governance‑control defense mechanisms, and mitigate potential legal risks. Taihe Law Firm has long been deeply engaged in the legal practice of capital markets and private equity investment. Leveraging its extensive expertise and rich hands‑on experience, the firm is committed to delivering end‑to‑end, tailor‑made legal services, helping enterprises navigate the complexities of the capital markets with confidence and sustainability.
Attorney Shi Qiao, His primary practice areas include securities compliance for listed companies, commercial litigation involving bulk commodity trading, and legal services at the intersection of criminal and civil law, as well as corporate legal advisory work for state-owned enterprises, compliance‑related fund formation, and equity investment. , non-litigation and litigation services related to the recovery and commercial disposal of non-performing claims in banking and construction projects.
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