Finance
Professional legal research in Finance.
Offshore Trust Taxation Officially Settled: A Comprehensive Analysis of Announcement No. 21 of 2026
Zhao Qixian analyzes MOF and STA Announcement No. 21 of 2026 and STA Announcement No. 15 of 2026, covering offshore trust tax scope, asset contributions, ongoing income, termination, the 90-day transition window, filing procedures, and compliance priorities for high-net-worth individuals.
Judicial Determination of Malicious Breach in a House Lease Dispute — Analysis of the Zhongshan Case Between Chun Electric Appliance Co., Ltd. and Hua Technology Co., Ltd.
Xue Jiabing and He Yijiong analyze a second-instance house lease dispute decided by the Zhongshan Intermediate People's Court, focusing on malicious breach, the validity of leasing an unlicensed building, rent after early vacating, and adjustment of liquidated damages. The court held that a policy-driven relocation may constitute a breach but does not by itself establish a malicious breach without proof of improper gain or intentional harm.
An Innovative Mechanism for Ecological and Environmental Damage Compensation: Legal Interpretation and Practice Guide to Labor Substitution
This article examines a representative Zhongshan case in which public-service labor substituted for part of ecological and environmental damage compensation, explaining the mechanism’s legal basis, conditions, procedure, supervision, and practical significance.
Does Contracting Operation by Gas Companies Constitute a Monopoly? Is the Contract Valid? — A Case Study of the Contract Dispute Involving Liupanshui Yumin Liquefied Petroleum Gas Co., Ltd.
As the bottled-gas industry consolidates, cooperation and contracting arrangements have raised recurring compliance questions. This article examines a Supreme People’s Court case and explains the boundary between lawful integration, antitrust agreements, and unauthorized transfer of operating qualifications.
How to Handle Mainland China Estate Involving a Dual Nationality Person When the Original Singapore Will is Missing — One of Longan Guangzhou's Major Business Achievements in 2025
Attorney Li Dingbang uses a real case where a testator made a will in Singapore, but the original document was lost and the estate was located in Mainland China, as an entry point to analyze the characterization of foreign-related wills and the standards for determining their formal and substantive validity (e.g., applying Singapore law to recognize the will's form and the separate property regime). In response to practical challenges such as disputes over dual nationality, the inadequacy of the domestic estate administrator system, and the loss of the original will, the article proposes innovative operational paths, including supplementing evidence with a "Singapore court probate + attorney opinion letter + heirs' non-dispute confirmation," transferring the authority of the administrator, and combining litigation with non-litigation (pre-litigation mediation). Finally, the article summarizes three key points for cross-border wealth succession: prudent appointment of a domestic estate administrator, high attention to the safekeeping of the original will, and awareness of the costs and compliance risks arising from differing standards for cross-border estate transfer, aiming to provide compliant and efficient succession references for high-net-worth individuals.
Analysis of the Zong Family Trust Dispute: An In-Depth Interpretation from the Perspective of Hong Kong Trust Law
Attorney LIANG Hongxuan and HUANG Enlin provides an in-depth analysis of the Hong Kong High Court's judgment on asset preservation and disclosure orders in the Zong Qinghou family trust dispute ([2025] HKCFI 3355). Although this case involves a procedural ruling with substantive proceedings to be conducted in Mainland China, it comprehensively demonstrates the flexible application of common law trust principles in determining nominee holding relationships, constructive trusts, the "three certainties" standard, and the "capital preservation trust" structure. The article重点 argues the innovative application of Section 21M of the Hong Kong High Court Ordinance in cross-border interim relief, highlighting Hong Kong's procedural advantages over Mainland China in preservation mechanisms and its ability to balance jurisdictional power. Combined with Hong Kong's mature common law trust tradition, modernized Trustee Ordinance, low-tax advantages, and independent professional judicial environment, this case not only provides important precedent guidance for complex cross-border family wealth传承 and asset protection but also fully demonstrates Hong Kong's institutional advantages and strategic value as an Asian trust center, offering highly certain legal solutions for high-net-worth individuals to achieve wealth security, risk isolation, and跨 jurisdictional rights maximization.
Hong Kong's Stablecoin Ordinance: HKD 25 Million Registered Capital + Full-Process License Control, Digital Finance Rules Set for Reshaping!
Hong Kong's Stablecoin Ordinance came into effect on May 30, aiming to fill the regulatory gap for virtual assets through comprehensive chain-wide compliance controls. The core of the Ordinance lies in establishing a strict licensing system, requiring issuers to have a minimum paid-up capital of HKD 25 million, implementing 100% independent segregation of reserve assets with redemption at par value at any time, and mandating compliance requirements such as anti-money laundering reviews, periodic audit disclosures, and prohibition of interest promises. The enactment not only effectively prevents financial and money laundering risks and protects investor rights but will also promote the sustainable development of the stablecoin industry on a compliant track, consolidate Hong Kong's status as an international financial center, and set a benchmark for global stablecoin regulation. Future applications are expected to deepen in areas such as cross-border payments and digital finance, while promoting international regulatory coordination.
The GENIUS Act Arrives: What Changes Await the Stablecoin Market?
The U.S. Senate has passed the GENIUS Act, aimed at regulating the rapidly growing stablecoin market. The Act brings "payment stablecoins" under regulatory oversight, stipulating that only licensed bank subsidiaries or qualified state/federal issuers may issue them, implementing a "state + federal" dual-track system. Core requirements include: stablecoins must be 100% backed by low-risk assets such as U.S. dollar cash and short-term Treasury bonds; issuers must strictly disclose reserve composition and redemption policies, and undergo regular audits; stablecoin holders enjoy priority repayment rights in bankruptcy liquidation; business scope is restricted and misuse of user data is strictly prohibited; issuers are subject to the Bank Secrecy Act, with enhanced anti-money laundering compliance, and non-compliant foreign stablecoins are strictly restricted from entering the U.S. The Act is expected to enhance market transparency, protect investor rights, and consolidate the dollar's position, but high compliance costs may increase market concentration, sparking debate on balancing financial innovation and risk regulation.
Practical Application of Insurance Trusts in Wealth Inheritance for High-Net-Worth Individuals
Attorney LI Dingbang systematically explores the application of insurance trust in wealth management. It first introduces the development background, establishment threshold, and regulatory status of insurance trusts, comparatively analyzing domestic Models 1.0 to 3.0 and operational mechanisms in the US, Japan, and Taiwan. Second, it elaborates on the core advantages of this instrument in tax planning, asset segregation from creditors, professional asset management, and flexible distribution. Then, drawing on practical cases, it identifies existing legal gaps in preventing beneficiary moral hazard, arrangements for the settlor's incapacity or incompetence, and post-mortem estate management, proposing comprehensive planning through supporting legal tools such as agreed guardianship and notarized wills. Finally, it emphasizes that the commercial optimization of insurance trusts requires cross-industry collaboration, and lawyers should play a key role in legal structure design and personalized wealth inheritance planning.
Practical Research on Arbitration Judicial Review (Part 3): A Comparative Study of the Similarities and Differences Between Applications for Revocation of Arbitration Awards and Applications for Non-Enforcement of Arbitration Awards, and Issues Concerning System Articulation
Introduction: Generally speaking, domestic arbitration is divided into commercial arbitration and labor dispute arbitration. This series of articles on practical research into arbitration judicial review only explores commercial arbitration, namely arbitration arising from 'contract disputes and other property rights disputes between citizens, legal persons, and other organizations as equal subjects' as stipulated in Article 2 of the 'Arbitration Law of the People's Republic of China' (hereinafter referred to as the 'Arbitration Law').
Development and Exploration of Civil Litigation for Bond Misrepresentation – Observations Based on Past 10 Cases
Attorney Lai Guanneng, based on ten typical cases of bond misrepresentation lawsuits in China, systematically reviews the core adjudication rules and development trends of such cases. In terms of legal application, judicial authorities have uniformly applied the Securities Law and the Judicial Interpretation on Misrepresentation to both exchange and interbank markets, public and private placement bonds, and asset-backed securities. Regarding liability, as defaulting issuers have often lost their solvency, investors' litigation focus has shifted to intermediaries such as underwriters and auditors. Court judgments have become increasingly refined, generally adopting "proportional joint and several liability" based on the degree of fault. The calculation of investor losses faces significant controversy between "face value principal and interest" and "investment difference," with practice mostly using face value principal and interest as the benchmark but lacking a unified standard. Additionally, the plaintiff's own fault may mitigate the defendant's赔偿责任, and after the issuer enters bankruptcy proceedings, its debts are handled within the bankruptcy liquidation, and bankruptcy repayment amounts or non-cash settlement plans can generally offset or terminate recourse against other joint and several obligors. Overall, China's bond misrepresentation trials are becoming more specialized and refined, but core disputes such as loss calculation still await further clarification in judicial practice.
Application of Anti-Suit Injunctions in Hong Kong Matrimonial Litigation and Case Analysis
Introduction: Cross-border marriages are now very common. When divorcing parties initiate divorce proceedings in different jurisdictions, issues of jurisdiction conflict may arise. Regarding whether Hong Kong courts have jurisdiction over a divorce case, according to Section 3 of the Matrimonial Causes Ordinance (Cap. 179) of Hong Kong laws, Hong Kong courts have jurisdiction over divorce proceedings under that Ordinance in the following circumstances: 1. On the date when the petition or application is made, any party to the marriage has Hong Kong as their domicile; 2. During the whole period of three years immediately preceding the date when the petition or application is made, any party to the marriage has been ordinarily resident in Hong Kong; 3. On the date when the petition or application is made, any party to the marriage has a substantial connection with Hong Kong.
Commercial Lease Dispute Practice – The Lessor's Strategy in Lease Disputes
Attorneys Qiu Shuning and Wu Yun discuss the remedies available to lessors in commercial lease disputes when the lessee breaches the contract by early termination and vacates the premises. A commercial lease is a continuing contract. When a contractual impasse arises, judicial practice generally does not support the lessor's claim for specific performance, and the breaching party may also seek rescission of the contract through litigation. The lessor's focus in asserting rights should shift to damages for breach of contract, including overdue rent, compensation for use and occupation after the due date, liquidated damages, and property damage. Using a group lease case as an example, the article points out that the time of contract rescission, the occupation fees arising from defects in the partial return of the shop premises, and the amount of liquidated damages are all influenced by the specific circumstances of each case and the discretion of the judge. Finally, it recommends that lessors avoid rigidly insisting on specific performance, promptly take over the premises to fulfill the duty to mitigate losses, and actively preserve records of communication and evidence of losses during negotiations to effectively respond to subsequent litigation.
After the 'Pay-If-Paid' Clause Ruling: How Should General Contractors Respond?
Following the Supreme People's Court publishing three back-to-back clause judicial cases on July 26, 2024, the Supreme Court issued a judicial interpretation on August 27, 2024, on the validity of terms where large enterprises agree that payment is conditioned on third-party payment when contracting with SMEs. This article examines the background and practical implications for general contractors.
The Impact of the "Interpretation of the General Provisions of the Contract Book of the Civil Code" on Banking Operations
Attorneys Liu Hui and Li Lin systematically analyze the impact of the "Interpretation of the General Provisions of the Contract Book of the Civil Code" on banking operations and provide compliance recommendations. Key points include: ambiguous third-party credit enhancement commitments are easily deemed as gratuitous contracts and interpreted in favor of the debtor; the content of a cooperation framework agreement directly determines whether it qualifies as a preliminary or formal contract; banks must perform a duty to explain standard terms in a plain and understandable manner and improve electronic contracting processes; in criminal-civil交叉 scenarios, contracts are not necessarily invalid, which benefits protecting innocent financial institutions; contract signing requires enhanced review of the identity and authority of handlers to prevent unauthorized agency and employee "fly-order" risks; issuance of invoices is an ancillary obligation and must be explicitly agreed upon as a precondition for payment; in debt-for-asset swaps, banks have the right to choose upon default, but mediation documents do not directly have real rights effects, requiring timely registration; subrogation and revocation actions are not excluded by arbitration clauses, and clear criteria for "obviously unreasonable prices" are established, facilitating banks' rights protection. Overall, banks are advised to optimize contract texts and strengthen internal authorization management and compliance review.
The New Arrangement for Mutual Recognition and Enforcement of Civil and Commercial Judgments Between Mainland China and Hong Kong
The Arrangement signed by the Supreme People's Court and the Hong Kong SAR Government and related supporting documents (Cap. 645 and Rules) took effect on January 29, 2024. This Arrangement establishes a more comprehensive mechanism for mutual recognition and enforcement of civil and commercial judgments between Mainland China and Hong Kong, significantly reducing the cost of repeated litigation and relaxing application standards. It operates in parallel with the existing Cap. 597 rather than directly replacing it. Compared with the old regime, Cap. 645 eliminates the requirement for choice of court agreements, relaxes restrictions on Mainland court levels, changes "final judgment" to "effective judgment," expands the scope to non-monetary judgments, and adopts a negative list model. In practice, Mainland judgments require active application for registration in Hong Kong and are divided into two stages—recognition and enforcement. Applicants should be aware of exceptions, time limits, and should investigate and preserve the judgment debtor's assets in advance.
Legal Effects of Contractual Automatic Termination Clauses
In practice, contracts often include clauses providing for automatic termination upon conditions or timeframes. This article analyzes the legal effect of such clauses, examining whether contractual termination rights require notice, the consequences of non-exercise, and available remedies when termination rights expire.
Analysis of the Division of Commercial Insurance Property Rights and Interests in Divorce Disputes
Attorney Chen Qiaodan, addressing the lack of clear legal provisions regarding the division of commercial insurance rights and interests upon divorce, systematically sorts out the division rules for property insurance and personal insurance based on the Civil Code, the Insurance Law, and relevant judicial practice. The article points out that the core of division lies in determining whether the insurance rights and interests constitute marital property. For property insurance, the attribution of insurance proceeds is, in principle, consistent with the ownership of the insured subject matter; compensation may be claimed for premiums paid from marital property after marriage. For personal insurance, a distinction must be made between the type of insurance and the performance status of the contract: accident and health insurance have a personal nature, and the insurance proceeds obtained are generally deemed separate property; for life insurance with a savings or investment nature or where premiums are paid from marital property after marriage, the cash value of the policy and the income corresponding to post-marriage premiums constitute marital property. Upon divorce, the parties may agree to surrender the policy and divide the cash value, or the continuing party may compensate the other party for half. Insurance purchased for children is deemed a gift to the children. Overall, the division of insurance rights and interests upon divorce should comprehensively consider factors such as the nature of the insurance, the source of premiums, the identity of the parties, and the policy's cash value, aiming for a fair balance between protecting individual property rights and the system of community marital property.
Exploring the Application of Offshore Testamentary Trusts in Mainland China — Taking the "Father's Trust" Case as an Example
Attorney LI Dingbang first elaborates on the institutional advantages of testamentary trusts in wealth传承, personalized property planning, and expanding the scope of beneficiaries. It then uses the "Father's Trust" case as an example, pointing out that the trial court erroneously equated foreign notarization with domestic Chinese notarization, and in determining the applicable law for the trust, ignored the parties'明确 choice of California law, directly ordering the transfer of trust property to the beneficiary, contrary to the settlor's intent and trust jurisprudence. The author analyzes this from the perspective of the Law on the Application of Laws to Foreign-Related Civil Relations and relevant comparative law experience, arguing that foreign-related testamentary trusts should fully respect party autonomy,优先 apply the chosen governing law, and legally recognize the trustee's formal ownership of trust property. The article concludes that when handling such cross-border testamentary trust disputes, courts should balance respect for party autonomy with the maintenance of judicial sovereignty, leveraging professional expertise to achieve safe and effective cross-border asset arrangements.
A Study on the Effect of Cessation of Interest Accrual When the Surety Becomes Bankrupt Before the Principal Debtor
Attorney WANG Jianqiang examines whether the effect of cessation of interest accrual in bankruptcy proceedings extends to the principal debt when the surety, but not the principal debtor, becomes bankrupt. The author argues that this effect should not extend in reverse to the principal debt, primarily on the following grounds: legislative intent and judicial practice indicate that the acceleration and cessation of interest on the guaranteed claim only target the surety itself and do not affect the continued performance of the principal debt; the rule of cessation of interest in bankruptcy is a mandatory special provision, strictly limiting its application to the debtor entering bankruptcy proceedings; from the perspectives of preventing collusive debt evasion by related parties, protecting creditors' legitimate rights, and maintaining commercial integrity, the principal debtor should not be exempted from subsequent interest and penalty interest due to the surety's bankruptcy. The article further clarifies that the conclusion of the surety's bankruptcy proceedings does not extinguish the principal claim, and the creditor has the right to continue pursuing recovery from the principal debtor for the unpaid principal, interest, and various expenses not satisfied in the bankruptcy distribution. Finally, the article calls for a clear definition of the boundary of the cessation of interest effect on guaranteed claims in bankruptcy practice to balance the interests of all parties and protect the legitimate rights of creditors.
The Impact of Consolidated Bankruptcy on the Determination of Bond Issuer Independence
Attorney SUN Wei analyzes the practical relationship between the determination of consolidated bankruptcy of affiliated enterprises and the review of bond issuer independence. It first reviews the "asset, financial, personnel, business, and organizational structure" independence principle and strict information disclosure obligations in bond issuance. It then points out that the statutory condition for substantive consolidation in bankruptcy—"high degree of人格混淆"—significantly overlaps with the standard for determining lack of independence of bond issuers. On this basis, the article further explores the due diligence responsibilities of intermediaries at the issuance stage, clarifying that if人格混淆 existed at the time of bond issuance and intermediaries failed to discover it, they may face joint and several liability for false statements or material omissions. The full text aims to clarify the negative impact of bankruptcy rulings on bond issuer independence and the compliance and liability boundaries of various parties.
How to Determine the Guarantee Period When Its Stipulated Start Date Precedes the Maturity Date of the Principal Debt?
Regarding the validity of a clause stipulating the start of the guarantee period earlier than the date of maturity of the principal debt, this article, referencing Article 692 of the Civil Code, points out that although such a situation is generally deemed as no agreement in principle, in practice, the validity of the agreement should be determined based on the end date of the guarantee period: the provision on the start date is invalid because it violates the principle of accessory nature of guarantee and should be legally corrected to the date of maturity of the principal debt, while the agreement on the length of the period or the end date remains valid. Drawing on judicial cases and legal analysis, the article explores the typified application rules for such clauses, pointing out that an excessively short guarantee period may be deemed invalid for violating the principle of good faith, and offers practical suggestions that the start of the guarantee period should be stipulated on or after the date of maturity of the principal debt, and the length of the period should be moderate to avoid legal risks.
Consumer Protection Pathways in Medical Beauty Disputes
With the rapid expansion of the medical beauty market, the core dispute arising from related legal cases is whether the Consumer Protection Law applies. In judicial practice, most courts, based on the nature of medical beauty services as consumer spending, the for-profit nature of such institutions, and the equal civil relationship between parties, support the application of this law, enabling consumers to claim punitive damages with significantly higher compensation amounts than in general medical damage disputes. A minority of courts insist on defining it as medical behavior and exclude its application. The author argues that non-therapeutic medical beauty services constitute lifestyle and spiritual consumption aimed at fulfilling aesthetic needs and should be explicitly included within the scope of the Consumer Protection Law to strengthen consumer rights protection, penalize non-compliant institutions, and promote standardized industry development.
An Equitable Re-Interpretation After the Second Instance Loss of the Zhang Lan Family Trust "Piercing" Case — Resulting Trust is a Required Course for Offshore Family Trusts
In June 2023, the Singapore Court of Appeal dismissed the appeal by Zhang Lan and her affiliated companies, upholding the first-instance judgment appointing receivers over the bank accounts involved in the family trust. The legal basis for the final judgment is the "resulting trust" principle of the common law system. The court did not directly find the trust invalid but, through comprehensive审查 of the trust documents, abnormal fund flows, and the parties' attitudes toward asset freeze orders and other objective facts, determined that Zhang Lan had not completed the transfer of equitable interests in the bank account funds when establishing the trust, effectively retaining beneficial ownership. This case profoundly reveals a new type of legal risk in offshore family trust practice: under the dual ownership system of common law, merely transferring shares of a holding company does not automatically transfer the equitable interests in the underlying assets (such as bank accounts) held by the company. High-net-worth individuals establishing offshore trusts must fully understand the institutional differences between common law and civil law systems, strictly comply with the formalities and delivery requirements for transferring equitable interests, and timely complete asset transfer procedures to avoid trust "piercing" or asset enforcement due to delivery defects.
Legal Nature and Validity Determination of Memoranda and Letters of Intent
Memoranda and letters of intent are extremely common in commercial transactions. Their legal nature and validity depend not on the document title but on the specific content and whether the parties demonstrate an intention to be bound. Judicial practice typically categorizes them into three types: (1) Negotiating documents—lacking or ambiguous key terms with no expression of intent to be bound, not creating contractual effect, only imposing a duty of good faith negotiation; (2) Preliminary contracts—clearly stipulating the future conclusion of a formal contract, binding on both parties, with breach giving rise to preliminary contract liability; (3) Formal contracts—with specific and clear content and conditions capable of performance, directly establishing substantive rights and obligations, with breach giving rise to liability for breach of contract. In determining the nature, courts comprehensively examine the completeness of terms, genuine contracting intent, and actual performance. Article 495 of the Civil Code no longer presumes such documents to be preliminary contracts, reflecting more rigorous legislation. Parties should specify core transaction terms as clearly as possible and clearly define the document's nature and liability for breach to prevent legal risks.
A Brief Discussion on Improper Prize-Attached Sales
Attorneys GE Xiangrong and LIANG Xinyuan systematically outline the legal definition and compliance key points of prize-attached sales. The article first clarifies the statutory concept of prize-attached sales, which has extended from being traditionally linked to sales to aiming at gaining a competitive advantage, and distinguishes between draw-based and gift-attached forms. Secondly, combined with judicial practice, it analyzes in detail three situations of improper prize-attached sales regulated by the Anti-Unfair Competition Law: unclear prize information affecting prize redemption, deceptive means of falsely claiming prizes or internally designating winners, and draw-based giant prize sales where the maximum prize amount exceeds 50,000 RMB. Finally, it proposes two suggestions for operator compliance: first, strictly abide by laws and regulations such as the Anti-Unfair Competition Law and the Law on the Protection of Consumer Rights and Interests to ensure authentic and transparent activity rules, eliminating fraud and illegal prize setting; second, legally and compliantly collect and use consumers' personal information to improve data security management. The full text aims to guide enterprises to standardize promotional behaviors, maintaining fair competition order and the legitimate rights and interests of consumers while stimulating market vitality.
Civil Code Provisions on Reduction of Damages for Malicious Breach
Article 585 of the Civil Code provides that if the agreed liquidated damages are lower than造成的损失, the aggrieved party may request the court or arbitration institution to appropriately increase. This article analyzes the application of the damage reduction rule in cases of malicious breach, examining court practice and strategic considerations.
Interpretation and Analysis of the World Bank's New Business Environment Assessment Project: Secured Transactions Component
Attorney Li Dingbang focuses on the World Bank's new Business Ready (B-READY) assessment project released in 2023, with particular emphasis on its secured transactions module. The article points out that the new assessment project adheres to a functionalist legislative philosophy, with the core goal of facilitating access to credit and transaction efficiency. In contrast to the assessment criteria, China's Civil Code and its supporting judicial interpretations have made significant progress in establishing a unified security framework, expanding the scope of eligible collateral property, and permitting general descriptions. However, shortcomings remain in areas such as the systematic integration of atypical security interests, equal treatment of floating charge subjects, the absence of automatic extension rules for collateral proceeds, the impact of statutory priority rights on the ranking of mortgages, strict restrictions on forfeiture clauses, and the lack of data interoperability among decentralized registration systems. The author argues that China should base its approach on domestic legal practice and national conditions, draw rationally from international assessment experience, and steadily modernize its secured transactions legal system through legislative improvements, advancing information connectivity in registration systems, and optimizing the enforcement procedures for security rights. This should be done without blindly chasing scores, so as to genuinely improve the business environment.
Behind the Silicon Valley Bank Collapse: Analysis of Financial Supervision Necessity and Behavioral Strategies
On March 9, Silicon Valley Bank experienced a classic bank run when customers attempted to withdraw $42 billion in a single day. This article examines the causes of the bank's collapse and analyzes the necessity of financial supervision from behavioral and regulatory perspectives.
E-Commerce Platform Dispute Resolution and Legal Compliance Guide (Part III) — Tort Disputes Between Consumers and Platforms
Click the text below to read the previous two articles: E-Commerce Platform Dispute Resolution and Legal Compliance Guide (Part I) — Contract Disputes Between Platform Operators and Merchants; E-Commerce Platform Dispute Resolution and Legal Compliance Guide (Part II) — Service Contract Disputes and Online Shopping Contract Disputes Between Platforms and Consumers
Should the Manager Be Liable When a Contractual Fund Is "Insolvent"?
Attorney WANG Zhifeng, set against a dispute over pledged-style financing repurchase, explores whether the manager of a contractual fund should bear liability for satisfaction when the fund is "insolvent." The article points out that a contractual fund does not have independent legal personality; its relationship with the manager is essentially a trust relationship. Fund assets are legally independent from the manager's own assets. External debts arising from fund operations should in principle be borne by the fund assets themselves. The manager is only liable with its own assets when it breaches its management duties or has material fault. Additionally, the counterparty securities firm, knowing that the transaction subject was the fund and having participated in the entire transaction and settlement process, should assert its claims directly against the fund assets. In conclusion, the manager in principle does not bear joint and several liability for satisfaction. Specific liability determination requires comprehensive assessment based on the facts of each case and whether the manager fulfilled its fiduciary duties.
Guide to "Avoiding Landmines" in Offshore Trusts — And an Equity Law Interpretation of the Judgment "Piercing" Ms. Z's Overseas Family Trust
Attorneys SONG Jie and LI Xinghua use the Singapore High Court case of the 'Piercing of Ms. Z's Family Trust' to point out that the industry's widespread attribution of the judgment to 'excessive control by the settlor' is actually a misunderstanding. Through an in-depth analysis of the judgment, the article indicates that the true jurisprudential basis of the case is the 'resulting trust' in equity law. The court did not examine the power reservation clauses in the trust document, but rather focused on whether the equitable ownership of the trust property (bank account funds) was substantively transferred. The fact that Ms. Z continued to freely dispose of, transfer, and act as the owner of the funds after they were transferred into the trust showed that she never relinquished her beneficial interest. Consequently, the funds legally constituted an automatic resulting trust and remained her personal property. This case marks a new direction in risk warnings for offshore trusts: the realization of the asset isolation function of a trust depends not only on the surrender of control but, more crucially, on the thorough transfer of both common law and equitable ownership. Otherwise, the trust property may still be pursued by creditors.
E-Commerce Platform Dispute Resolution and Legal Compliance Guide (Part II) — Service Contract Disputes and Online Shopping Contract Disputes Between Platforms and Consumers
I. Main Legal Relationships: Consumers depend on platforms for online transactions, so they need to register accounts on platforms. When registering, users must sign user agreements and service agreements, and comply with various rules published by the platform, establishing a service contract relationship. In this service contract relationship, the platform only provides platform services, not product sales or service providers.
Practical Research on Arbitration Judicial Review (Part 2): Exploring Judicial Review Standards for 'Whether the Parties Have an Arbitration Agreement'
Introduction: Generally speaking, domestic arbitration is divided into commercial arbitration and labor dispute arbitration. This series of articles on practical research into arbitration judicial review only explores commercial arbitration, namely arbitration arising from 'contract disputes and other property rights disputes between citizens, legal persons, and other organizations as equal subjects' as stipulated in Article 2 of the 'Arbitration Law of the People's Republic of China' (hereinafter referred to as the 'Arbitration Law').
E-commerce Platform Dispute Resolution and Legal Compliance Guide (I) – Contract Disputes Between Platform Operators and Merchants
Attorney YE Peng and GUO Xiaoxi systematically reviews the service contract legal relationship between merchants and platform operators on e-commerce platforms, established through入驻 agreements. It focuses on three common types of disputes: platform penalty disputes based on platform rules, settlement payment disputes, and subrogation recovery disputes after the platform's advance compensation. For each type, the article clarifies the burden of proof, key issues in dispute, and adjudication rules, and provides compliance recommendations based on the Civil Code and other regulations, covering platform rule publication and notification, electronic contract validity assurance, payment business qualification review, transaction authenticity supervision, and明确 stipulation of subrogation rights. It concludes by addressing the determination of competent courts for contract disputes, offering practical guidance for platform compliance operations and merchant rights protection.
The "Pet Economy" Era: Legal Risks and Compliance Recommendations for Celebrity Endorsements in the Pet Industry
Attorneys Ye Junxi and Li Fei systematically examine the legal characterization and compliance pathways for celebrity endorsement activities in the context of the pet economy. The article clarifies that celebrities may lawfully endorse pet food but should avoid making recommendations in the capacity of a "user." It also points out that practices such as "joining the company as an employee," serving as an "experience officer," "grass-planting," and livestreaming sales—if they substantially utilize a celebrity's image to recommend products—will be deemed by regulators as advertising endorsements. If a pet brand endorsed by a celebrity has quality issues, the celebrity may face administrative penalties and joint civil liability. However, since pets are legally classified as property, the celebrity bears joint and several compensatory liability only if they were at fault, i.e., "knew or should have known that the advertisement was false." Finally, the article proposes compliance recommendations for both pet brands and celebrities, covering key aspects such as background checks, dynamic risk control, content review, retention of usage evidence, and refinement of contractual rights and obligations, to effectively mitigate legal risks and promote the standardized development of the industry.
Nature and Validity of Deficiency Compensation as Credit Enhancement for Asset Management Products – A Study Based on the China Merchants Bank v. Everbright Capital Contract Dispute Case
Using the China Merchants Bank v. Everbright Capital case as a sample, this article systematically analyzes the legal nature and validity determination rules of "deficiency compensation" arrangements in bank wealth management products, based on the Civil Code and relevant judicial interpretations. The article points out that deficiency compensation can be legally characterized as a guaranty contract, joinder of debt, or an independent contract depending on the agreement's wording and transaction structure. In terms of validity review, judicial practice focuses primarily on whether internal corporate decision-making procedures have been followed, whether the arrangement constitutes a prohibited rigid redemption in asset management business, whether it employs lawful forms to conceal illegal purposes in circumventing regulation, and considerations of public order and good customs under the increasingly stringent regulatory environment. Generally, courts tend to respect the principle of party autonomy in commercial matters and原则上 recognize the validity of deficiency compensation provided by independent third parties or junior investors in structured transactions. However, when the manager or issuer of an asset management product provides a rigid redemption commitment, or when the arrangement substantively constitutes regulatory arbitrage that undermines financial security, it is often deemed invalid. Financial institutions should strictly standardize transaction structure design and strengthen compliance review in practice to prevent defects in the validity of such agreements.
[No. 1 in China, No. 2 in the World] Is Hisense Playing 'Edge Ball' at the World Cup?
Attorney YE Junxi believes that regarding the legal controversy triggered by Hisense's advertising slogan 'No. 1 in China, No. 2 in the World' at the Qatar World Cup, the article outlines the pros and cons of whether it violates China's Advertising Law. The author points out that the core of advertising compliance lies in balancing legal risks and commercial benefits, rather than blindly pursuing 'zero risk.' Hisense's advertisement was placed overseas, has data support, and leaves room for reasonable explanation. Its compliance adjustments, such as adding qualifying words, reflect the company's grasp of regulatory trends. The article emphasizes that advertising compliance needs to dynamically balance legal boundaries and commercial purposes. Hisense's marketing this time has achieved significant economic benefits and also reflects the strategic vision of Chinese brands going global. Enterprises should conduct advertising compliance under professional guidance to achieve the unity of legal safety and commercial value.
Interpretation of the "Implementation Rules for the Supervision and Administration of Financial Leasing Companies in Guangdong Province"
Attorney HUANG Enlin interprets the 'Implementation Rules for the Supervision and Administration of Financial Leasing Companies in Guangdong Province' officially issued in August 2022. The article points out that the 'Rules' clarify the industry self-regulation function of the Guangdong Financial Leasing Association and strengthen the substantive review of the proposed companies' business models and profitability sustainability. Core regulatory requirements include: strictly prohibiting the outsourcing of core business such as credit review and the lending of qualifications; prudently carrying out batch business facing natural persons and rent loans; stipulating that leased assets must be fixed assets with clear ownership, substantially restricting complex sub-leasing transactions; completely eliminating exemptions for related-party transactions and strictly following the corporate governance recusal system; adding new compliance obligations for customer complaint handling and personal information protection; and significantly detailing and strengthening the reporting mechanism for major events. Overall, the 'Rules' accurately respond to industry concerns, demonstrate the prudent orientation of local financial regulation, and will profoundly reshape the compliance system and future development pattern of financial leasing companies in Guangdong Province.
The Tail of a Contract: Function and Ceremony
Attorney HONG Shihong explores the tail-end clauses of contracts, taking the notice clause as an example. It points out that although such clauses are often regarded as standardized templates, they have critical legal functions in triggering default remedies and determining litigation outcomes. The article emphasizes that legal professionals should avoid blindly applying boilerplate clauses and should instead engage in meticulous drafting and management based on specific transaction contexts and performance facts. Otherwise, procedural defects and loss of substantive rights may easily occur. Additionally, through the evolution of U.S. anti-forced labor clauses and judicial precedents, the article reveals the political and commercial games behind legal texts, advocating that Chinese enterprises should proactively negotiate clauses that serve their interests in foreign-related contract negotiations to promote equal and mutually beneficial international economic and trade cooperation.
When a Purchaser Lacks Home-Purchase Qualifications, Can They Exclude Enforcement in an Execution Objection Lawsuit by a Third Party?
Attorney Hu Ying explores whether a purchaser without home-purchase qualifications can exclude enforcement under Article 28 or Article 29 of the "Provisions on Execution Objection and Reconsideration" when the purchased property is sealed up by the seller's creditor. Regarding Article 28, the prevailing judicial view holds that a purchaser whose number of owned properties has reached the purchase restriction limit has self-fault in failing to transfer registration, failing the statutory condition of "non-transfer due to reasons not attributable to the purchaser," and thus cannot exclude enforcement. Regarding Article 29, although there is divergence in judicial practice, the prevailing view is that a purchaser without home-purchase qualifications cannot legally request registration of transfer, does not hold a real right expectancy, and therefore has no right to exclude enforcement. The author agrees with this prevailing judicial reasoning, pointing out that such purchase conduct violates purchase restriction policies and lacks legal basis, but also emphasizes that in judicial practice, courts ultimately exercise comprehensive discretion based on the facts of each case and the principle of balancing interests.
Zhang Chi: Rethinking the Regulation of Private Digital Currencies
Attorney ZHANG Chi systematically outlines the concepts, attributes, and developmental context of private digital currencies, and reviews the evolution of China's regulatory policies from relative laissez-faire to strict limitation, and then to the 'separation of blockchain and cryptocurrency'. The article points out that while the existing strict supervision has effectively curbed speculative chaos and illegal crimes, maintaining financial stability, it has also stifled financial innovation, led to inconsistent judicial adjudication standards, weakened substantive protection for investors, and may cause China to lose its voice in formulating international rules in the digital asset field. To this end, the article proposes that regulatory policies should conform to technological, economic, and legal logic, adopting a differentiated regulatory path based on functional classification, applying different policies to payment-oriented and asset-oriented economic behaviors. It suggests prioritizing the relaxation of controls on asset-oriented businesses, leveraging special economic zones like Shenzhen and Hainan to pilot the establishment of centralized digital asset trading platforms, in order to promote financial technology innovation and healthy industry development under the premise of building a solid risk baseline.
When First Seal and Subsequent Seizure Coexist, How Should the Court Dispose of Property?
Against the backdrop of the Supreme People's Court's 2022 "Notice on Properly Handling Issues Related to the Effect of Subsequent Seizures," this article systematically analyzes the rules for property disposal and distribution when first seal, subsequent seizure, and priority claims coexist in enforcement proceedings. The article points out that the new Notice clarifies the formal effect of subsequent seizures and their binding force on the first-sealing court. For ordinary claims, courts apply proportional distribution rules based on the debtor's nature and property sufficiency. Whether the first-sealing creditor can receive a larger share remains controversial in practice. For priority claims, after satisfaction of the first-sealing priority claim, the剩余 proceeds should be transferred to the subsequent seizure court. When the first-sealing court fails to act for over 60 days, the subsequent priority claim court may request transfer of enforcement authority. For cases where the first-sealing court has not yet entered enforcement, the judicial trend favors allowing the subsequent seizure court to request transfer of disposal authority when the first-sealing court has not acted for an extended period, while emphasizing the need to protect the first-sealing creditor's lawful rights. The article concludes with practical recommendations for first-sealing and subsequent seizure creditors on proactively following procedures, actively communicating, and safeguarding rights in accordance with law.