Chang GaoParter

  • Offices
    Shanghai
  • Working Language
    Chinese,English
  • Professional Field
    Corporate & Commercial,Dispute Resolution
  • Specialty Industry Areas
    Media & Entertainment,Industrial & Manufacturing Sector
微信图片_20251219105529_15_3517-removebg-preview.png
  • Track Records
  • Work Experience
  • Education
  • Social Activities
Track Records

I.Major Commercial Litigation Cases

1.Valuation Adjustment Mechanism (VAM) Equity Transfer Dispute against a Listed Holding Group (Main Lawsuit + Counterclaim)

Case Value: RMB 1.2 billion, a major and complex equity dispute.

Highlights: The case involved dense disputed focal points, focusing on the definition of the nature of the VAM agreement, the validity determination of the "fixed increase with guarantee" clause, differences in the legal application of compensation clauses, and conflicts among multiple expert opinions. During representation, in line with the judicial spirit of the Supreme People’s Court, we focused on arguing the invalidity of the "side agreement" in the VAM agreement, ultimately persuading the court to adopt this mainstream judicial opinion and properly resolve the core disputes of both parties. This case not only recovered significant economic losses for the client but also provided an important judicial reference for the standardized operation of listed company acquisitions, equity financing and other activities, helping guide the healthy development of the capital market.

2.Series of Shareholder Disputes of a Family Company

Case Value: RMB 500 million, a series of related shareholder disputes in a family enterprise.

Highlights: A typical family enterprise shareholder dispute involving equity division among family members, benefit distribution, and validity determination of related-party transactions, featuring both property and identity attributes with high handling difficulty. During representation, we thoroughly sorted out the equity structure, historical evolution and shareholder agreements of the family enterprise, accurately defined the rights and obligations of each shareholder, focused on identifying compliance risks in related-party transactions, balanced legal justice and family sentiments, and resolved multiple related disputes properly through a combination of mediation and litigation. This effectively maintained the business stability of the family enterprise and provided practical references for shareholder rights protection, standardized equity management and dispute resolution of family enterprises.

3.Dispute over Shareholder’s Breach of Fiduciary Duty against an Investment Group

Case Value: RMB 35 million, a cross-border commercial dispute.

Highlights: A highly specialized cross-border case centered on a shareholder severely infringing the legitimate rights and interests of a wholly-owned U.S. subsidiary of a Wuxi-based company. During representation, we accurately applied the Hague Service Convention and cross-border conflict of laws rules, confirmed the application of the laws of Washington State, U.S. as the governing law, fully examined the shareholder’s wrongful acts, damages and loss amounts, strictly retrieved and cited local U.S. laws and precedents to support the claims, and finally obtained a favorable court ruling ordering the infringing shareholder to pay compensation. This case provided practical guidance for domestic enterprises expanding overseas and defining liability and preventing risks when entrusting shareholders to manage overseas subsidiaries, effectively filling the gap in practical experience for cross-border shareholder breach of fiduciary duty disputes.

4.Series of Cases against Senior Management for Breach of Fiduciary Duty

Case Value: Approximately RMB 10 million in total, involving multiple related cases.

Highlights: The cases were heard shortly before the implementation of the new Company Law, when the judicial circle was still exploring the criteria for determining the loyalty and diligence obligations of directors, supervisors and senior management (D&SM), lacking clear and unified judicial standards. During representation, based on the principle provisions of the then Company Law and judicial practice explorations, we clearly defined the scope of D&SM’s duties, precisely argued the specific connotation, performance standards and liability assumption of their loyalty and diligence obligations, and promoted the court to issue forward-looking rulings with guiding significance. The judgments not only set a model for commercial entities to standardize D&SM management and prevent performance risks, but their judicial thinking is consistent with the spirit of the provisions of the subsequent new Company Law, reflecting solid legal foresight and practical capability.

II. Key Non-Litigation Legal Services

1.Shareholder’s Right to Information Dispute, Equity Settlement and Corporate Affairs Arrangement for a Real Estate Company

Highlights: Amid market shocks in the real estate industry, the client faced multiple internal and external difficulties—intense shareholder conflicts, equity exit disputes internally, and contract breach risks externally. As the retained attorney, we addressed the client’s practical needs by comprehensively sorting out shareholder rights and obligations, actively mediating to efficiently resolve the shareholder’s right to information dispute, standardizing equity settlement procedures and preventing equity transfer risks internally; externally, we formulated a compliance operation plan tailored to industry policies and market conditions, properly resolving various contract breach disputes, helping the company steadily overcome operational difficulties and achieve sustainable development.

2.Long-Term Legal Services for Internal Compliance and Daily Legal Affairs of a German-Funded Enterprise

Highlights: As a foreign-invested enterprise, the German client had special needs for building a compliance system and adapting to cross-cultural legal norms in China. In accordance with the Regulations for the Implementation of the Foreign Investment Law, we provided end-to-end daily legal services, focusing on building an internal compliance system in line with Chinese laws and the client’s operational needs, standardizing core daily affairs such as labor employment, contract management and intellectual property protection, helping the client prevent legal risks in operation, ensuring the legality and compliance of business activities, and answering various cross-border legal inquiries, assisting the foreign enterprise to quickly adapt to China’s market regulatory environment and ensure stable operations.

3.Internal Governance for Multiple Subsidiaries of a Unicorn Enterprise

Highlights: In a rapid expansion phase, the unicorn enterprise had numerous widely distributed branches and subsidiaries, plagued by unclear equity structures, non-standard governance processes and ambiguous rights and obligations, severely hindering its large-scale development. As the retained attorney, considering the high-growth and innovative characteristics of the unicorn enterprise, we comprehensively sorted out the organizational structure, business models and existing governance pain points of all branches and subsidiaries, customized a dedicated internal governance plan focusing on standardizing decision-making processes, shareholder rights exercise, senior management performance management and internal control compliance system construction for branches and subsidiaries, unified governance standards and operating norms across all entities, effectively resolving internal management differences and preventing governance risks, helping the enterprise achieve standardized control over branches and subsidiaries and providing solid legal support for its continued expansion and compliant and stable development.

Work Experience

Practiced in 2015

more than10 years of legal practice experience,

Grade III Lawyer, Partner

Honors & Positions:

Municipal Distinguished Lawyer

Outstanding Young Lawyer of Xuhui District

Municipal Distinguished Lawyer in Commercial Law

Deputy Secretary-General, Women Lawyers Association of Xuhui District

Member, Distinguished Lawyer Group of Municipal Legal Aid Center

Long-term Legal Advisor for Law Majors at Universities

Invited Legal Commentator, Municipal Radio Station (8 years)

Executive Member, Women’s Federation of the Law Firm

Certified Psychological Counselor

Education

Master of Law (in progress), China University of Political Science and Law

Social Activities

The university appointed him as a "Legal Professional Consultant Expert."

University advisor


Chang GaoParter

  • Offices
    Shanghai
  • Working Language
    Chinese,English
  • Professional Field
    Corporate & Commercial,Dispute Resolution
  • Specialty Industry Areas
    Media & Entertainment,Industrial & Manufacturing Sector
微信图片_20251219105529_15_3517-removebg-preview.png
  • Track Records
  • Work Experience
  • Education
  • Social Activities
Track Records

I.Major Commercial Litigation Cases

1.Valuation Adjustment Mechanism (VAM) Equity Transfer Dispute against a Listed Holding Group (Main Lawsuit + Counterclaim)

Case Value: RMB 1.2 billion, a major and complex equity dispute.

Highlights: The case involved dense disputed focal points, focusing on the definition of the nature of the VAM agreement, the validity determination of the "fixed increase with guarantee" clause, differences in the legal application of compensation clauses, and conflicts among multiple expert opinions. During representation, in line with the judicial spirit of the Supreme People’s Court, we focused on arguing the invalidity of the "side agreement" in the VAM agreement, ultimately persuading the court to adopt this mainstream judicial opinion and properly resolve the core disputes of both parties. This case not only recovered significant economic losses for the client but also provided an important judicial reference for the standardized operation of listed company acquisitions, equity financing and other activities, helping guide the healthy development of the capital market.

2.Series of Shareholder Disputes of a Family Company

Case Value: RMB 500 million, a series of related shareholder disputes in a family enterprise.

Highlights: A typical family enterprise shareholder dispute involving equity division among family members, benefit distribution, and validity determination of related-party transactions, featuring both property and identity attributes with high handling difficulty. During representation, we thoroughly sorted out the equity structure, historical evolution and shareholder agreements of the family enterprise, accurately defined the rights and obligations of each shareholder, focused on identifying compliance risks in related-party transactions, balanced legal justice and family sentiments, and resolved multiple related disputes properly through a combination of mediation and litigation. This effectively maintained the business stability of the family enterprise and provided practical references for shareholder rights protection, standardized equity management and dispute resolution of family enterprises.

3.Dispute over Shareholder’s Breach of Fiduciary Duty against an Investment Group

Case Value: RMB 35 million, a cross-border commercial dispute.

Highlights: A highly specialized cross-border case centered on a shareholder severely infringing the legitimate rights and interests of a wholly-owned U.S. subsidiary of a Wuxi-based company. During representation, we accurately applied the Hague Service Convention and cross-border conflict of laws rules, confirmed the application of the laws of Washington State, U.S. as the governing law, fully examined the shareholder’s wrongful acts, damages and loss amounts, strictly retrieved and cited local U.S. laws and precedents to support the claims, and finally obtained a favorable court ruling ordering the infringing shareholder to pay compensation. This case provided practical guidance for domestic enterprises expanding overseas and defining liability and preventing risks when entrusting shareholders to manage overseas subsidiaries, effectively filling the gap in practical experience for cross-border shareholder breach of fiduciary duty disputes.

4.Series of Cases against Senior Management for Breach of Fiduciary Duty

Case Value: Approximately RMB 10 million in total, involving multiple related cases.

Highlights: The cases were heard shortly before the implementation of the new Company Law, when the judicial circle was still exploring the criteria for determining the loyalty and diligence obligations of directors, supervisors and senior management (D&SM), lacking clear and unified judicial standards. During representation, based on the principle provisions of the then Company Law and judicial practice explorations, we clearly defined the scope of D&SM’s duties, precisely argued the specific connotation, performance standards and liability assumption of their loyalty and diligence obligations, and promoted the court to issue forward-looking rulings with guiding significance. The judgments not only set a model for commercial entities to standardize D&SM management and prevent performance risks, but their judicial thinking is consistent with the spirit of the provisions of the subsequent new Company Law, reflecting solid legal foresight and practical capability.

II. Key Non-Litigation Legal Services

1.Shareholder’s Right to Information Dispute, Equity Settlement and Corporate Affairs Arrangement for a Real Estate Company

Highlights: Amid market shocks in the real estate industry, the client faced multiple internal and external difficulties—intense shareholder conflicts, equity exit disputes internally, and contract breach risks externally. As the retained attorney, we addressed the client’s practical needs by comprehensively sorting out shareholder rights and obligations, actively mediating to efficiently resolve the shareholder’s right to information dispute, standardizing equity settlement procedures and preventing equity transfer risks internally; externally, we formulated a compliance operation plan tailored to industry policies and market conditions, properly resolving various contract breach disputes, helping the company steadily overcome operational difficulties and achieve sustainable development.

2.Long-Term Legal Services for Internal Compliance and Daily Legal Affairs of a German-Funded Enterprise

Highlights: As a foreign-invested enterprise, the German client had special needs for building a compliance system and adapting to cross-cultural legal norms in China. In accordance with the Regulations for the Implementation of the Foreign Investment Law, we provided end-to-end daily legal services, focusing on building an internal compliance system in line with Chinese laws and the client’s operational needs, standardizing core daily affairs such as labor employment, contract management and intellectual property protection, helping the client prevent legal risks in operation, ensuring the legality and compliance of business activities, and answering various cross-border legal inquiries, assisting the foreign enterprise to quickly adapt to China’s market regulatory environment and ensure stable operations.

3.Internal Governance for Multiple Subsidiaries of a Unicorn Enterprise

Highlights: In a rapid expansion phase, the unicorn enterprise had numerous widely distributed branches and subsidiaries, plagued by unclear equity structures, non-standard governance processes and ambiguous rights and obligations, severely hindering its large-scale development. As the retained attorney, considering the high-growth and innovative characteristics of the unicorn enterprise, we comprehensively sorted out the organizational structure, business models and existing governance pain points of all branches and subsidiaries, customized a dedicated internal governance plan focusing on standardizing decision-making processes, shareholder rights exercise, senior management performance management and internal control compliance system construction for branches and subsidiaries, unified governance standards and operating norms across all entities, effectively resolving internal management differences and preventing governance risks, helping the enterprise achieve standardized control over branches and subsidiaries and providing solid legal support for its continued expansion and compliant and stable development.

Work Experience

Practiced in 2015

more than10 years of legal practice experience,

Grade III Lawyer, Partner

Honors & Positions:

Municipal Distinguished Lawyer

Outstanding Young Lawyer of Xuhui District

Municipal Distinguished Lawyer in Commercial Law

Deputy Secretary-General, Women Lawyers Association of Xuhui District

Member, Distinguished Lawyer Group of Municipal Legal Aid Center

Long-term Legal Advisor for Law Majors at Universities

Invited Legal Commentator, Municipal Radio Station (8 years)

Executive Member, Women’s Federation of the Law Firm

Certified Psychological Counselor

Education

Master of Law (in progress), China University of Political Science and Law

Social Activities

The university appointed him as a "Legal Professional Consultant Expert."

University advisor