Dehehantong and the Mergers and Acquisitions and Restructuring Professional Committee of the Shanghai Bar Association jointly held a lecture on the theme of "Dealing with Equity Repurchase: The Secret to Breaking Through the Obstacles of Existing Shareholders"

On June 19, 2025, the Mergers and Acquisitions and Restructuring Professional Committee of the Shanghai Bar Association and the Equity Investment and Mergers and Acquisitions Business Committee of Dehe Shanghai jointly held a lecture event with the theme of "Dealing with Equity Repurchase: The Secret to Breaking Through the Obstacles of Existing Shareholders" at Dehehantong Shanghai Law Office.Lawyer Wen Congjun, the managing partner of Shanghai Jinghe Law Firm and the director of the Mergers and Acquisitions and Restructuring Professional Committee of the Shanghai Bar Association, and Lawyer Chen Youyou, a partner of Shanghai Jinghe Law Firm and an officer of the Mergers and Acquisitions and Restructuring Professional Committee of the Shanghai Bar Association, visited Dehehantong for an exchange and sharing. This event was hosted by Lawyer Jiang Chutian, a partner of the Shanghai office Dehehantong and the director of the Equity Investment and Mergers & Acquisitions Business Committee of Dehe Shanghai.

PART/01 Welcome Speech

Lawyer Jiang Chutian, the director of the Equity Investment and Mergers & Acquisitions Business Committee of Dehe Shanghai, delivered a welcoming speech. He extended a warm welcome to the attending guests and colleagues both inside and outside the firm. He hoped that the lawyers present could enhance their professional skills in investment and financing practice through this event, further understand the common paths and practical difficulties of equity repurchase, and improve their professional capabilities in handling equity repurchase cases.

PART/02 Opening Remarks

Lawyer Bai Fangrong, the director of the Shanghai Management Committee of Dehehantong, delivered the opening speech. She mentioned that in recent years, the equity investment industry has undergone profound changes, with emerging industries and new legal service opportunities constantly emerging. The process of equity investment exit involves issues such as disputes over shareholder control rights, protection of minority shareholders' interests, and equity repurchase. Lawyers need to truly solve problems for their clients, constantly enhance their professional capabilities and adapt to the market, and match the best solutions for their clients.

PART/03 Lecture Session

Lawyer Chen Youyou, a partner at Shanghai Jinghe Law Firm and an officer of the Mergers and Acquisitions and Restructuring Professional Committee of the Shanghai Bar Association, shared his insights on the theme of "Multiple Solutions to Old Investors' Obstruction of Financing Behavior in a Company's New Round of Financing". From the perspective of the types and core demands of the old shareholders who are blocking financing, she analyzed that the company can boost confidence through a new round of financing, return to rational communication, and solve the legacy issues of the previous round. Specific solutions include conducting rights assessment in combination with judicial practice, anchor and adhere to the bottom line of the company's obligation to repurchase, and negotiate and exert pressure in collaboration with other shareholders, investor LPS, and appointed directors. Lawyer Chen Youyou introduced the common contents of unilateral agreements, their validity issues, as well as key points of concern such as whether there are cross-repurchase clauses and whether prior commitments have been violated. In cases where existing shareholders do not cooperate, the company can consider adopting alternative restructuring plans such as bypassing, converting equity financing to convertible bond financing, transfer, upward expansion, or downward expansion, to bypass the obstructive behavior of existing shareholders and achieve a breakthrough.

PART/04 Discussion Session

Lawyer Jiao Lei from Dehehantong Shanghai Law Office engaged in an in-depth discussion on the theme of "The Offensive and Defensive Strategies for Founders to Deal with Personal Repurchase Responsibilities". She mentioned that founders tend to overlook various risks faced in investment and financing, and elaborated on the negotiation, signing and remedial strategies of the repurchase terms. Lawyer Jiao Lei suggested that founders set up a personal responsibility firewall in investment and financing, and shared the common defense reasons and multi-dimensional counterattack ideas of founders when facing repurchase lawsuits.

Lawyer Peng Chen, the deputy director of the Shanghai Equity Investment and Mergers & Acquisitions Committee of Dehe, focused on "Three Strategies to Break Through in Equity Repurchase: The theme of "The Advanced Path from Confrontation to Co-creation" is based on personal practical cases, including successfully resolving the debt crisis of the put option by designing a company equity transfer plan for the founder, as well as non-litigation negotiations and dispute resolution of the exit deadlock of the employee stock ownership platform. It is based on the dual perspectives of the counterparty of the repurchase (the founder) and the initiator of the repurchase (the incentive object). It elaborately introduced the pain points of the clients, the breakthrough ideas and the design of the legal text, and suggested taking reasonable measures to avoid potential risks such as the confusion determination of the company's personality, self-admission of disadvantages and exceeding the statute of limitations, so as to ensure the maximization of the clients' interests.

PART/05 Guest Comments

Lawyer Wen Congjun, the managing partner of Shanghai Jinghe Law Firm and the director of the Mergers and Acquisitions and Restructuring Professional Committee of the Shanghai Bar Association, on behalf of the Mergers and Acquisitions and Restructuring Committee of the Shanghai Bar Association, expressed gratitude to Dehehantong for hosting this event and delivered an overall comment. He affirmed the key points such as business thinking and user profiling mentioned by several lawyers in their sharing, and proposed that lawyers should not only understand their profession, industry and business, but also provide creative solutions based on the needs and psychology of different clients, and actively leverage AI to empower and reduce burdens. In addition, Lawyer Wen Congjun also encourages young lawyers to return to their original intentions and the essence of their profession, to become an important force in the future of the legal profession and enhance the overall value of the legal profession.

PART/06 Closing Speech

Lawyer Jiang Chutian, the director of the Equity Investment and Mergers & Acquisitions Business Committee of Dehe Shanghai, delivered the closing speech. He once again thanked the guests and colleagues both inside and outside the firm for their presence. He stated that Lawyer Wen Congjun's summary and comments had enabled all the participants to think more deeply and brought this event to a successful conclusion. He believed that through the sharing and communication of all the guests and colleagues, all the participants would be able to better understand and deal with the related issues of equity repurchase.

This lecture is not only an in-depth exchange of experience in equity repurchase business, but also builds a platform for communication and cooperation for all the lawyer colleagues in Shanghai. In the future, Dehehantong will adhere to the professional path, delve deeply into business research, and uphold the philosophy of "diligence, craftsmanship, and excellence" to provide clients with comprehensive and high-quality legal services for equity investment and mergers and acquisitions.