Legal Trouble of Dangdang's annual grievance drama Celebrating the Year of Yu

Li Guoqing advances and retreats and touches the Fan, he wants equity or his son rides a tiger

The plot of Dangdang's annual grievance drama "Celebrating the Year of Yu" has become more subtle because of the participation of Li Guoqing and Yu Yu's sons. The focus of the people who eat melon is: whether the cause of this dispute was Li Guoqing's breach of contract and not admitting it, or Yu Yu was born out of nothing , To occupy Li Guoqing's equity?

 

On the evening of August 9, Li Guoqing posted on Weibo saying that he and Yu Yu were both defendants and that the plaintiff was his own son. His son asked the court to confirm the validity of the agreement for Li Guoqing and Yu Yu to hold Dangdang shares on his behalf.

 It is said that the highest to tomorrow, the closest relatives to the husband and wife, after the incident of Li Guoqing "snatching the official seal", there is no need to mention any relationship between husband and wife with Yu Yu. Now being sued by his only son, Li Guoqing's words on Weibo reveal a kind of tolerance of "father's love like a mountain" inside and outside.

 

However, Li Guoqing still understands in his heart that his son is now the key to control in the future. After all, the adult world is the mutual catalysis of emotions and interests. Otherwise, Li Guoqing will not add another Weibo saying on the night of August 9.

 "My appeals all the time are actually very simple: "The court ruled that I divorce and divide the common property." It seems that the years are quiet and lightly mentioned my reasonable demands, but in fact I want to take a bite of the meat from Dangdang.

 

After all, it can’t get around Dangdang’s equity distribution. Is this a farce of "fathers are not filial to children", or is Li Guoqing’s drunkard’s intention not to drink and intends to disrupt Dangdang’s equity distribution?

 

After Dangdang was delisted from the US privatization in September 2016, it no longer has public shareholders, but Yu Yu, Li Guoqing, his sons and management shareholders. Regarding the overall equity of Dangdang domestic and foreign companies, Li Guoqing and Yu Yu once had a "three-to-seven" marriage agreement.

 

Article 19 of the "Marriage Law" stipulates:

"A husband and wife may agree that the property acquired during the marriage relationship and the pre-marital property shall be owned, jointly owned or partly owned separately or partly jointly. The agreement should be in writing. 

There is no agreement or the agreement is not clear. The provisions of Article 17 and Article 18 of this Law shall apply. The agreement of the husband and wife on the property acquired during the marriage relationship and the pre-marital property shall be binding on both parties"

 

The "Reference Opinions of the First Civil Division of Beijing Higher People's Court on Several Difficult Issues in Trial of Marriage Dispute Cases (2016)" stipulates: "

There is no written property agreement between husband and wife, but both parties agree or have evidence sufficient to show that there is a property agreement If it is agreed, the property agreement shall be determined to be established."

 

 

Sorting out recent media reports, regarding the history of Dangdang's "37 open" agreement, it is probably like this:

In September 2016, Yu Yu and Li Guoqing reached an agreement on the ownership ratio of Dangdang's overall equity, and the three of them agreed with their sons that Li Guoqing and Yu Yu would have a "three seven", and the two would take out a total of 20% of the equity in the same proportion. 

To the son. According to this plan, within the family, Yu Yu accounted for 56%, Li Guoqing 24%, and his son 20%. 

And because the family’s equity in Dangdang as a whole is 93.26%, the three people each have 52.23%, 22.38%, and 18.65% in Dangdang’s overall equity. 

So far, Yu Yu, Li Guoqing and their sons have effectively completed the division of ownership of Dangdang's overall equity.

 

At that time, Li Guoqing should have agreed so willingly. Such an important property distribution is naturally unproven, so Li Guoqing and Yu Yu also signed an equity gift agreement, a debt assumption agreement, an equity transfer agreement and other documents that agreed on the ownership of the shares, and registered the equity change accordingly.

 

Article 11 of the "Contract Law" 

The written form refers to the form of contract, letter and data message (including telegram, telex, fax, electronic data interchange and e-mail) that can tangibly express the content contained in it. 

"If the agreement between Li Guoqing and Yu Yu regarding the ownership of Dangdang shares is tangibly recorded in a written agreement, etc., and the content contained in it can be clearly expressed and conforms to the legally prescribed "written form", then this should be a matter for both parties. Binding.

 

In 2018, Dangdang’s shareholders’ rights and interests were transferred from abroad to China. All parties agreed on the proportion of ownership of Dangdang as a whole, and signed an equity transfer agreement for the domestic company.

 Dangdang Kewen’s industrial and commercial registered equity was also adjusted accordingly "The agreed attribution is the same (64.20% for Yu Yu and 27.51% for Li Guoqing).

 

Another important node in the story of "37 open" also appeared in 2018, which was the HNA transaction involving the adjustment of Dangdang's equity structure. It is precisely because of the adjustment of the equity structure that the overall value of Beijing Dangdang is currently concentrated on Dangdang Kewen.

The acquisition plan and price design in the HNA transaction also clearly reflect the respective attribution agreements between Li Guoqing and Yu Yu regarding the "San Qi Kai".

 

However, given that his son is a foreign national, in Dangdang Kewen, his share of this share is proportionally allocated to all other shareholders for holding. Probably Li Guoqing himself would not have thought that his son's equity holding would become a time bomb for the division of equity in the divorce between himself and Yu Yu.

 

Let’s deduce a wave of Li Guoqing’s abacus

The "Marriage Law of the People's Republic of China" stipulates that the joint property of the husband and wife shall be jointly owned by the husband and wife during the marriage period is already a "universal clause", and many people want to rely on this to make another stroke when divorce. 

 According to Li Guoqiang's own statement on Weibo, a divorce litigation is the best strategy to fight for Dangdang's equity. In Dangdang's first major drama this year, "Snatching the official seal", Li Guoqing claimed that 91.71% of the shares held by himself and Yu Yu were joint property of husband and wife. So how much will Li Guoqing get after the divorce? 45.86%.

This equity ratio is actually very dangerous. Everyone who studies the law understands that in the "Company Law of the People's Republic of China", except for the magic number of 2/3, 50% is a ten thousand essential oil.

 If the company’s own articles of association are not otherwise agreed, then more than half of the shareholders or more than half of the equity can determine many important matters of the company.

When grabbing the official seal, Li Guoqing said that he had the support of minority shareholders. If it was true, Li Guoqing could easily start from this 45.86% ratio to become a major shareholder of Dangdang.

 

Li Guoqing used the divorce as an excuse to demand half of the total equity under the industrial and commercial registration of Kewen, in an attempt to deceive the people who eat melons and cover up the true ownership of rights and interests through the simple and crude view of "business registration + the principle of equal sharing of husband and wife property. 

Judging from the information currently disclosed, Li Guoqing's proposition not only ignores and overturns the real equity ownership agreement, but also suspects that the interests of Yu Yu and his son are encroached on. 

This is a good calculation. At this time, the son's prosecution is equivalent to setting up a roadblock for Li Guoqing, and the outline of the facts of the case will be clearer.

 

There is a high probability that the court will support the litigation claims of Li Guoqing and Yu Yu's son, and the control of Dangdang.com that Li Guoqing expected will not be realized.

 

Dangdang’s statement in the face of this other variable can also see Yu Yu’s attitude to a large extent: respect the autonomy of the parties’ will, and believe that the law respects honesty and credibility, and will continue to use legal weapons to defend the legitimate rights and interests of the company and all shareholders to protect the normal operation of the company.

 As a legal worker, few people strongly support Dangdang's statement that gentlemen love money and get the right way. Wealth is the foundation of material life, the law is the bottom line of behavior, and everyone should have the spirit of contract.

 

Finally, let us skip the scope of law and think about it from a macro perspective. Will there be an absolute beneficiary or victim in this matter? Hard to say. As the only son of Li Guoqing and Yu Yu, this step is probably extremely difficult.

 If Li Guoqing, as a father, wants to show his true paternal love, should he consider honestly and trustworthy abiding by the original shareholding agreement between the three and giving his son a life without entanglement?