Delta Law Expat Services Desk ｜ Shanghai Xuhui District People's Court 上海市徐汇区人民法院, typical case batch released 2026-06-17
- Case name 案例名称：唐某某诉戴某、第三人某餐饮公司损害股东利益责任纠纷案 (claim for harm to shareholder interests brought by a Chinese shareholder against an Australian shareholder, with the catering company as third party)
- Case number 案例编号：上海市徐汇区人民法院《涉外、涉港澳台商事案件审判典型案例》案例 1，2026 年 6 月 17 日新闻发布会发布，共 5 件
- Effective judgment 生效裁判：官方发布文本未载明案号，亦未载明审级与裁判日期；官方载明以民事调解书结案
- Keywords 关键词：官方发布文本未单设关键词栏；官方案例标题载明「践行和合共生理念 智慧破解中外股东治理公司僵局」
- Provisions cited officially 官方载明的相关法条：官方发布文本未载明条号，只载明原告主张被告违反股东间的忠实义务与竞业禁止约定
- Why this case 为什么选它：『我的合伙人自己又开了一家一模一样的店，还让人以为那是我们的分店——他违的到底是哪一条？』中外股东合开餐厅、门店、工作室，散伙时几乎都绕不开这一问。
1. The facts as officially published 基本案情
原告唐某某系中国籍，被告戴某系澳大利亚联邦公民。2021 年，唐某某与戴某等人共同签订《股东协议》，投资设立某餐饮公司，经营某 J 餐厅。2022 年 11 月，戴某另行投资设立公司，该公司经营的某 B 餐厅同样主营意大利菜系，且在大众点评中多次出现某 B 餐厅为某 J 餐厅新店、姐妹店的点评文字。唐某某认为，戴某该行为违反股东间的忠实义务与竞业禁止约定，构成同业竞争，严重侵害某餐饮公司及其作为股东的利益，要求戴某承担相应赔偿责任。
The claimant is a Chinese national and the defendant a citizen of the Commonwealth of Australia. In 2021 they and others signed a shareholders' agreement and invested in a catering company operating one Italian restaurant. In 2022-11 the defendant separately invested in another company, whose restaurant also served mainly Italian cuisine, and review platform entries repeatedly described the second restaurant as a new branch or sister restaurant of the first. The claimant contended that this breached the duty of loyalty and the non-competition undertaking as between shareholders, amounted to competing in the same line of business, and seriously harmed the interests of the catering company and of the claimant as a shareholder, and sought damages.
Unofficial translation; the Chinese text as officially published prevails.
Two elements of the pleaded case deserve separating. The first is competition in the same trade — a second Italian restaurant opened by one of the shareholders. The second is confusion in the market: entries describing the new venue as a branch or sister restaurant of the original. Those are different harms with different evidence and, potentially, different legal routes.
The pleaded basis is also worth reading closely. The claim was framed on the duty of loyalty and the non-competition undertaking as between shareholders — that is, on what the shareholders had agreed with each other — rather than on any office the defendant held in the company. That framing matters for what follows.
2. The official holding 裁判要旨（官方原文）
法院经审理认为，本案表面是损害股东利益之争，实质是中外股东因文化背景、经营理念、工作方式存在深刻差异而导致的经营分歧，进而引发公司治理僵局。对此，法院积极寻求各方利益衡平点，引导双方当事人从对立走向调解，拟定民事调解书时，充分预见执行风险，将股权转让款的分期支付、办理股权变更登记的配合义务、违约责任及无法办理变更登记时的股权代持安排等商业磋商内容，与具有强制执行效力的调解主文巧妙融为一体，最大限度平衡和保障双方当事人在各种可能情况下的权益，形成灵活性调解方案，最终，双方在法院的主持下达成调解，实现共赢。
The court held that what presented as a dispute about harm to shareholder interests was in substance a business disagreement between Chinese and foreign shareholders arising from deep differences of cultural background, management philosophy and working method, which had produced a corporate governance deadlock. Seeking a balance of interests, it moved the parties from confrontation to mediation. In drafting the civil mediation instrument it anticipated enforcement risk and wove commercially negotiated terms — staged payment of the equity transfer price, the duty to cooperate in effecting the registry change, liability for breach, and a nominee shareholding arrangement for the situation where the registry change cannot be effected — into the operative part of the instrument, which carries enforceable effect, so as to protect both sides across the range of possible outcomes. The parties settled under the court's auspices.
Unofficial translation; the Chinese text as officially published prevails.
不同国家与地区的股东因文化背景、经营理念、工作方式等差异引发公司法治理僵局，实属难免。本案将中国传统“和合”理念与国际通行的商事纠纷解决机制有机融合，精准把脉矛盾根源，实质化解争议，为法院处理涉外公司治理僵局、特别是涉及行政登记障碍的股东纠纷案件提供了可复制、可推广的实践范本。
The published note observes that governance deadlock between shareholders from different countries and regions, arising from differences of cultural background, management philosophy and working method, is difficult to avoid. It records the case as a replicable model for handling foreign-related governance deadlock, and in particular shareholder disputes involving obstacles at the administrative registry.
Unofficial translation; the Chinese text as officially published prevails.
The drafting technique described is the transferable part. A mediation instrument is enforceable in respect of its operative part; commercial understandings parked in recitals are not. By pulling the payment schedule, the cooperation duty, the breach consequences and the fallback into the operative part, the court produced an instrument that keeps working even if the registry step stalls.
A note on what the underlying problem usually is. Disputes of this shape are rarely about a single competing venue. They are about two people who wanted different things from the same business — one aiming at a second site, the other at consolidating the first; one comfortable with informal decision-making, the other expecting board minutes. Framing that as a claim for damages sets up a fight over quantification that neither side can win cheaply, which is why an exit at an agreed price so often ends up being the answer.
That suggests a drafting priority for anyone setting up a small joint venture with a partner from a different business culture. Spend the drafting effort on the exit rather than on the aspirations: a valuation method, who may buy whom out and on what trigger, what happens to the brand and the premises lease, and a non-competition covenant with a defined scope and a stated sum. Those four paragraphs are worth more than any amount of language about cooperation and mutual trust, precisely because they are the ones that get read on the worst day.
3. Practical guidance 律师实务提示
Know which non-competition rule you are relying on. 《中华人民共和国公司法》第一百八十四条 prohibits directors, supervisors and senior managers from operating, for themselves or others, a business of the same kind as the company's, unless they report it to the board or the shareholders' meeting and it is approved by resolution under the articles. That is a statutory duty attached to office. A shareholder who holds no such office is bound only by what the shareholders have agreed — which is how the claim in 本案 was framed: 「违反股东间的忠实义务与竞业禁止约定」. So write the covenant into the shareholders' agreement with a defined scope of business, a term, a territory and a liquidated sum, and record who holds which office.
Know where the money goes if the statutory route applies. 《中华人民共和国公司法》第一百八十六条 provides that income obtained in breach of the duties in articles 181 to 184 belongs to the company. That is disgorgement to the company, not compensation to the complaining shareholder, and it shapes how a claim should be pleaded and what a settlement should actually deliver to the person bringing it.
Draft for the registry failing. Where the exit is a share transfer, the change of registration is an administrative step that can stall for reasons neither party controls. The official release records that the court wove into the operative part 「无法办理变更登记时的股权代持安排」. Note the boundary: 《中华人民共和国公司法》第三十四条 provides that a registrable change not registered cannot be asserted against a bona fide counterparty, so a nominee fallback protects the parties between themselves but leaves third-party risk. Price that risk and keep the cooperation duty and the breach consequence in the operative part, subject to the current published requirements of the accepting authority.
4. What this means in your situation 把要点落到你的处境
第一百八十四条 董事、监事、高级管理人员未向董事会或者股东会报告，并按照公司章程的规定经董事会或者股东会决议通过，不得自营或者为他人经营与其任职公司同类的业务。
第三十四条 公司登记事项发生变更的，应当依法办理变更登记。
公司登记事项未经登记或者未经变更登记，不得对抗善意相对人。
Article 184: a director, supervisor or senior manager may not, without reporting to the board or the shareholders' meeting and obtaining a resolution as the articles provide, operate for himself or for others a business of the same kind as that of the company in which he serves. Article 34: where a registered particular changes, the change must be registered according to law; a particular that is unregistered or whose change is unregistered cannot be asserted against a bona fide counterparty.
Unofficial translation; the Chinese text as officially published prevails.
A timing note before the table. The shareholders' agreement was signed in 2021 and the second company was established in 2022-11, both before the current Company Law took effect on 2024-07-01. The articles quoted above are set out as current rules, not as the basis on which this matter was decided; 本案审理时适用的公司法版本以裁判文书为准。
| What the official release holds | What it controls procedurally | What it means for you |
|---|---|---|
| The claim rested on the shareholders' own undertakings | The basis of the obligation | Without a written covenant, a shareholder qua shareholder may owe nothing on competition |
| The dispute was in substance a governance deadlock | What the case is really about | Damages rarely resolve it; an exit route usually does |
| Commercial terms went into the operative part | What is enforceable without a fresh action | Recitals do not enforce; move the schedule into the operative part |
| A fallback covered failure of the registry change | What happens if an administrative step stalls | Write the fallback before signing, not after the filing is rejected |
- Misconception: every shareholder owes the company a non-competition duty by law. In fact: 《中华人民共和国公司法》第一百八十四条 attaches that duty to directors, supervisors and senior managers; the official release records the claim in 本案 as founded on 「股东间的忠实义务与竞业禁止约定」.
- Misconception: a competing business is only a problem if it takes your customers. In fact: the official 案情简介 records in 该案 that platform entries repeatedly described the second venue as 「某 J 餐厅新店、姐妹店」, which is a distinct harm from lost custom.
- Misconception: a mediation instrument is just a settlement contract. In fact: the official release records that in 本案 the commercial terms were woven into 「具有强制执行效力的调解主文」.
- Misconception: once the transfer is agreed, the registry change is a formality. In fact: the official 典型意义 describes 该案 as a model for shareholder disputes 「涉及行政登记障碍」.
- The Chinese rules that apply to you
- Published cases involving foreign nationals
- Research notes for foreign nationals in China
- Selling a Chinese Company You Never Paid Up: Two Italian Shareholders and the Price They Could Still Collect (forthcoming in this batch)
- A Foreign Shareholder Dies and the Company Freezes: Exit by Capital Reduction Instead of Dissolution (forthcoming in this batch)
- ① 上海市徐汇区人民法院《涉外、涉港澳台商事案件审判典型案例》案例 1《唐某某诉戴某、第三人某餐饮公司损害股东利益责任纠纷案》，2026 年 6 月 17 日新闻发布会发布，共 5 件。官方 PDF 附件 https://www.hshfy.sh.cn/css/2026/06/22/202606221619015663088.pdf ；法院官网报道 https://www.hshfy.sh.cn/shfy/web/xxnr.jsp?pa=aaWQ9MTAyMDUwMzAyMyZ4aD0xJmxtZG09bG0xNzEPdcssz&zd=xwxx （2026-06-22）。官网报道载明 2023—2025 年该院共审结涉外、涉港澳台商事案件 110 余件。
- ② 生效裁判：官方发布文本未载明案号，亦未载明审级与裁判日期。
- ③ 本页引用：《中华人民共和国公司法》，2023 年 12 月 29 日第十四届全国人民代表大会常务委员会第七次会议第二次修订，自 2024 年 7 月 1 日起施行，现行有效，第三十四条、第一百八十四条、第一百八十六条，条文原文照录中国人大网官方页 http://www.npc.gov.cn/npc/c2/c30834/202312/t20231229_433999.html 。
- Status and timing note 效力与时点提示：本案为上海市徐汇区人民法院发布的典型案例，供审判参考，不具有指导性案例的参照效力；in English, it is published for reference and does not carry the effect of a guiding case. 官方发布文本未载明所适用的条号；本页第三节、第四节所引《中华人民共和国公司法》第三十四条、第一百八十四条、第一百八十六条系官方发布文本未涉及的现行规则，仅作现行规则提示，不是本案的裁判依据。官方案情载明的义务来源为股东之间的约定，与公司法对董事、监事、高级管理人员设定的法定竞业禁止不是同一回事，本页已分层写明。官方发布文本载明《股东协议》签订于 2021 年、另设公司于 2022 年 11 月，均早于现行公司法 2024 年 7 月 1 日的施行日；本案审理时适用的公司法版本以裁判文书为准。程序性事项 subject to the current published requirements of the accepting authority。
- 本页案例引自官方公开发布，非本所承办案件展示，不构成对具体个案的法律意见。This case is drawn from an official public release and is not a showcase of matters handled by this firm, and does not constitute legal advice on any specific case.
This article is general legal research and does not constitute legal advice; by law, a law firm may not guarantee case outcomes. 本文为一般性法律研究，不构成法律意见；依据法律规定，律所不得承诺办案结果。
