Zhiheng Analysis | Whether shareholders' repeated litigation of shareholders' right to know constitutes duplicate litigation
Author | Zhang ShanHua Attorney Team
Preface
In practice, it is not uncommon for the same shareholder, after bringing a lawsuit to enforce their right to information as a shareholder, to fail to exercise that right because the statutory period for enforcement has expired, or because certain documents were omitted from the initial request, or because new information has emerged over the years that they wish to review, leading them to file such a lawsuit again, and sometimes even multiple times.
In such circumstances, when the same shareholder brings a subsequent lawsuit that includes within its claims the scope of documents sought for inspection in a previously adjudicated case, whether this constitutes a repetitive lawsuit remains a matter of differing views in judicial practice.
To this end, our legal team has specifically conducted a case‑law search focusing on this key point of contention, for your reference and discussion.
Theoretical controversy
Viewpoint | Main reason |
Constitutes a repetitive lawsuit. | The prohibition against repetitive litigation is a fundamental principle of civil procedure, and shareholder’s right to information litigation does not constitute an exception to this principle. Therefore, when determining whether a shareholder’s right to information lawsuit constitutes a repetitive action, the criteria set forth in Article 247 of the Interpretations of the Civil Procedure Law still apply, namely whether all three of the following conditions are met: “the parties are identical; the subject matter of the litigation is identical; and the claims are identical, or the claims in the subsequent action substantially negate the outcome of the prior judgment.” Therefore, with respect to the same shareholder’s subsequent lawsuit seeking inspection, the portion of the request that overlaps with the previous lawsuit shall be deemed a repetitive action and shall not be supported. |
Does not constitute a repetitive lawsuit. | (1) The claim in the subsequent action constitutes an independent claim for relief, does not substantively challenge the outcome of the prior judgment, and thus does not undermine the res judicata effect of the prior judgment. (2) Shareholders’ right to information is a fundamental right that is inherently linked to shareholder status; as a continuing right, the corresponding right to inspect accounting records should also be regarded as a continuously existing right and should not be subject to limitations based on the number of requests or time periods. (3) Although the claims in the two actions are related, they are not identical. |
[Judicial Case Perspective]
Constitutes a repetitive lawsuit.
Beijing Higher People’s Court Civil Ruling on Reexamination and Judicial Supervision in the Dispute over Shareholders’ Right to Information between He and a Certain Company
(2023) Beijing Civil Application No. 4651
Regarding the shareholder’s right to information dispute previously brought by He, the final judgment rendered by the second-instance court in Case No. 16357 has ordered a certain company to provide its financial accounting reports from July 1, 2020, to September 6, 2022, for He to review and copy. Therefore, it is appropriate that both the first- and second-instance judgments do not support the portion of He’s claims in Case No. 16357 that has already been granted; this Court affirms that decision.
Shanghai Higher People’s Court Civil Ruling on Judicial Supervision in the Dispute over Shareholders’ Right to Information between Tang Zhiyun and Shanghai Huamu Co., Ltd.
(2019) Shanghai Min Shen No. 2271
First, Tang Zhiyun’s claim to exercise the right to information with respect to board resolutions from January 2005 to December 2010 was upheld by the Xuhui District People’s Court in Civil Judgment No. (2010) Xu Min Er (Shang) Chu Zi No. 2027. Tang Zhiyun contends that he has not actually enforced the terms of that judgment and therefore requests the court to again support his request for copies. The Court finds that Tang Zhiyun’s failure to effectively exercise his rights stems from his own neglect in doing so, and this ground does not constitute an exception to the application of the principle of *res judicata*. Accordingly, the second-instance court’s determination regarding the right to information with respect to board resolutions for the disputed period is well-founded.
Hubei Provincial Higher People’s Court, Civil Ruling on Reexamination and Judicial Supervision in the Dispute over Shareholders’ Right to Information between Zhang Wei and Yichang Quanjiafu Catering Co., Ltd. (2017) E Min Shen No. 1489
After review, this Court finds that, with regard to the issue of identity in Zhang Wei’s lawsuit. According to the established facts, Zhang Wei is both a shareholder and a supervisor of Quanjiafu Company. On April 13, 2015, Zhang Wei, in his capacity as a shareholder of Quanjiafu Company, filed a lawsuit against the company seeking to enforce his right to inspect and review the company’s documents. The People’s Court of Xiling District, Yichang City, Hubei Province, rendered Civil Judgment No. (2015) E Xiling Minchu Zi No. 000681 in this case.
The judgment remains in effect. Therefore, in accordance with Article 247 of the Supreme People's Court's Interpretation on the Application of the Civil Procedure Law of the People's Republic of China regarding res judicata, Zhang Wei may only bring this lawsuit in his capacity as a supervisor; otherwise, it would constitute a repetitive lawsuit. Moreover, Zhang Wei explicitly stated in both the original trial proceedings and the retrial review proceedings that he was suing in his capacity as a supervisor.
In this case, since Zhang Wei brought the suit in his capacity as a supervisor—and he could only do so in that capacity—the grounds for retrial he advanced on the basis of his claim to shareholder’s right to information as a shareholder are not tenable.
Guangdong Province Guangzhou Intermediate People’s Court Civil Judgment on the Second Instance in a Dispute over Shareholders’ Right to Know Involving Wang Youbin, Wang Likun, and Others
(2022) Guangdong 01 Civil Final Judgment No. 12604
Regarding the scope of the shareholders’ right to information exercised by Wang Youbin and Wang Likun, since this court’s case No. (2016) Yue 01 Min Zhong 17744 has already rendered a judgment allowing Wang Youbin and Wang Likun to inspect and copy Bama Tijin Company’s financial accounting reports from November 26, 2007, to May 12, 2016, as well as to inspect the accounting books and accounting vouchers (including original vouchers and journal vouchers) for the aforementioned period, their subsequent filing of another lawsuit on the same matters constitutes a repetitive lawsuit. In accordance with Article 247 of the Supreme People’s Court’s Interpretation on the Application of the Civil Procedure Law of the People's Republic of China, this court does not support such claims.
As for the requests by Wang Youbin and Wang Likun to inspect and copy Bama Tijin Company’s financial accounting reports from May 13, 2016, to October 15, 2021, as well as to inspect the accounting books (including the general ledger, subsidiary ledgers, journal, and other auxiliary ledgers) and accounting vouchers (including journal vouchers and related supporting documents such as contracts) for the aforementioned period, these requests are in compliance with the law, and this Court hereby grants them.
Does not constitute a repetitive lawsuit.
Civil Judgment of the Second Instance in the Dispute over Shareholders’ Right to Information between Shanghai Quanli Culture Communication Co., Ltd. and Ningbo Jicong Investment Management Partnership Enterprise (Limited Partnership) rendered by the No. 2 Intermediate People’s Court of Shanghai Municipality, Case No. (2021) Hu 02 Min Zhong 11016.
Regarding the time frame and frequency with which Jicong Enterprise may exercise its shareholders’ right to information. Quanli Company argues that, because Jicong Enterprise had already reviewed the company’s documents dating back to before July 6, 2017 prior to becoming a shareholder, it is not entitled to exercise its right to information as a shareholder and conduct another review. In this regard, this Court holds that neither the relevant laws nor the judicial interpretations impose any limitations on the number of times a shareholder may exercise their right to information, and Quanli Company has failed to provide evidence in support of its defense.
Therefore, this Court does not uphold Quanli Company’s claims.
Beijing No. 2 Intermediate People’s Court Civil Judgment in the Second Instance in the Dispute over Shareholders’ Right to Information between Beijing Shunchang Trading Center and Zhong Zhaoping
(2022) Jing 02 Min Zhong No. 1302
Upon investigation, it was found that Zhong Zhaoping initiated Case No. 21226 and the present litigation concerning her request to inspect the accounting books of the Shunchang Center and other matters in dispute. However, based on the relief sought by Zhong Zhaoping in Case No. 21226, her specific claim regarding the inspection of accounting books is stated as “requiring the Shunchang Center to provide, for Zhong Zhaoping’s inspection, the accounting books from March 2001 up to the date of the hearing.” In contrast, in the present case, Zhong Zhaoping’s specific claim is stated as “requiring the Shunchang Center to provide, for inspection by Zhong Zhaoping and accountants she has retained, the accounting books covering the period from February 1, 2001, to April 30, 2021 (including the general ledger, subsidiary ledgers, journal, and other auxiliary ledgers).”
In the absence of any other evidence submitted by the Shuntong Center, the court of first instance accordingly determined that the claims in the present litigation were not identical to those in the prior litigation, and its handling of the case was proper.
After receiving from Zhong Zhaoping an application specifying that the requested inspection encompassed the accounting books of Shunheng Center from March 2001 to October 2010, Shunheng Center replied by agreeing to permit such inspection and raised no objection regarding whether the inspecting party should be limited solely to the applicant herself. Although Shunheng Center now claims on appeal that this conduct did not reflect its true intention to allow Zhong Zhaoping to inspect the accounting books for the period from March 2001 to October 2010, it has failed to submit any evidence in support thereof and must therefore bear the legal consequences of failing to discharge its evidentiary burden.
Henan Provincial Higher People’s Court, Civil Ruling on Reexamination and Judicial Supervision in the Dispute over Shareholders’ Right to Information between Ren Yun and Shangqiu Jia Nian Hua Film and Television Culture Co., Ltd. (2019) Yu Min Shen No. 6489
In civil case No. (2018) Yu 1403 Min Chu 4583, Ren Yun’s claims in the lawsuit only pertain to inspecting Carnival Company’s financial accounting reports and the minutes of shareholders’ meetings; they do not include any request to inspect Carnival Company’s accounting books or accounting vouchers. Therefore, Ren Yun’s claims in the present case are not entirely identical to those in Civil Case No. (2018) Yu 1403 Min Chu 4583, and the execution of the original court’s judgment in that case does not include Ren Yun’s right to inspect and copy Carnival Company’s accounting books and vouchers.
Based on this, the original ruling's determination that Ren Yun's filing of this lawsuit constitutes a repetitive lawsuit lacks both factual and legal basis. This case meets the requirements of Article 200, Paragraph 6 of the Civil Procedure Law of the People's Republic of China and should, in accordance with the law, be subject to a retrial.
Second Intermediate People’s Court of Tianjin Municipality: Second-Instance Civil Ruling in the Dispute over Shareholders’ Right to Information between Zhang Bingchen and Wang Yanqiang
(Jin 02 Min Zhong No. 1250 of 2019)
This Court holds that the principle of “res judicata” is not applicable in this case, and therefore it does not constitute a repetitive lawsuit.
Principal grounds: 1. Zhang Bingchen and Wang Yanqiang previously brought a claim in Case No. (2018) Jin 0103 Min Chu 8904 seeking to inspect the company’s original accounting books; however, the present claim constitutes an independent action distinct from that prior litigation, and it does not, in substance, challenge the outcome of the prior judgment, thus there is no issue of undermining the res judicata effect of the prior decision. 2. The basis for reviewing the company’s accounting books in this case is the shareholder’s right to information, which is a fundamental right tied to shareholder status and exists on an ongoing basis. Consequently, the corresponding claim for the company to provide access to its accounting books for inspection, derived from this right, should also be regarded as an ongoing right. Where shareholders have a legitimate purpose and reasonable justification, their request to review the company’s accounting books should not be limited by the number of times or the time period. 3. Given the distinctive nature of the shareholder’s right to information, the completion of enforcement of the prior judgment does not extinguish the subsequent claim. Even after the judgment has been enforced, the legal basis for the claim remains intact; if a shareholder wishes to review the company’s accounting books again to safeguard their right to information and the company refuses the request, the shareholder may bring suit once more.
Practical Summary
As revealed by case‑law research, shareholders who have already exercised their right to information through litigation and subsequently bring another lawsuit to assert the same right face the risk of having their claim dismissed as a repetitive action on the grounds of a redundant request for inspection, which may result in the court refusing to grant relief with respect to the duplicated portion of the inspection.
Therefore, if a shareholder has already initiated a lawsuit to enforce the right to information and the court has rendered a final and binding judgment confirming the request for inspection, the shareholder should promptly exercise such right to avoid falling into the predicament where the statutory period for applying for compulsory enforcement of the judgment has expired, rendering it impossible to again assert the shareholder’s right to information through litigation.
At the same time, we believe that the right of shareholders to information is a fundamental right and should be regarded as a continuing right. If a shareholder brings suit again on the basis of reasonable grounds and a legitimate purpose, they should be permitted to exercise this right through another lawsuit; otherwise, in the absence of the company’s cooperation, the legitimate rights and interests of minority and medium-sized shareholders would be difficult to effectively safeguard.
It is recommended that shareholders facing similar difficulties seek assistance from a professional attorney. Under the risk of potential “collateral estoppel” or “res judicata,” whether new facts have emerged, whether the formulation of the claims has been adjusted, or how the plaintiff’s identity is characterized may all enable the case to circumvent the aforementioned legal risks and achieve the objective of exercising the right to information.
Team
Introduction
Lawyer Zhang ShanHua’s Team
The legal team led by Attorney Zhang ShanHua possesses extensive experience in the field of civil and commercial dispute resolution and has provided professional litigation representation services to numerous clients. At the same time, the team has tailored comprehensive dispute-resolution solutions for clients, covering litigation strategy planning, legal research, dispute-resolution negotiations, and representation in arbitration or litigation proceedings, earning unanimous praise from its clients.
Going forward, the team will continue to provide a broader range of high-quality legal services tailored to clients’ specific needs, helping them navigate complex legal landscapes with confidence and stability.
Lawyer Zhang ShanHua
Director of the Management Committee,
Arbitrator of the Shenzhen International Arbitration Centre
Over the course of his 30-year legal practice, Attorney Zhang Shanhuá has handled a large number of civil and commercial cases as well as government legal service projects, covering areas such as civil and commercial litigation and arbitration, legal services for government entities and enterprises, urban renewal and land preparation, and financial legal services. He is particularly renowned for resolving complex, difficult, and long-standing issues and cases. He has been honored with titles including National Outstanding Lawyer and National Outstanding Communist Party Member in the Legal Profession.
Attorney Deng Minmin
Resident Representative of Zhiheng (Dapeng) Law Firm
Attorney Deng Minmin serves as the resident representative of Zhiheng (Dapeng) Law Firm. Throughout her more than ten-year legal career, she has consistently focused on case analysis, representing clients in a large number of civil and commercial litigation and arbitration matters. She has also provided ongoing, long-term legal services and specialized investment‑and‑financing services to dozens of enterprises, institutions, and government agencies across industries such as new energy, healthcare, education, and real estate, demonstrating clear logical thinking, keen risk awareness, and strong dispute‑resolution capabilities.
Attorney Wang Jixian
Lawyer at
Attorney Wang Jixian graduated from China University of Political Science and Law. Since 2021, she has been providing legal services at a law firm. Throughout her career, she has served as long-term legal counsel to numerous enterprises and institutions across industries such as telecommunications, real estate, food, and certification services, and has handled a variety of civil and commercial litigation cases as well as labor arbitration matters.
Tang Yuchen
Paralegal
Tang Yuchen, a paralegal, earned her undergraduate degree from Jinan University and her graduate degree from Lanzhou University. During her studies, she completed an internship at a court and received academic scholarships on multiple occasions. After joining the team, I have served government agency clients, responsible for tasks such as contract review, providing day-to-day legal advice, mediating disputes, and drafting legal opinions on complex issues.
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