Dacheng Lawyers Represent Listed Central Enterprise Group and Win Lawsuit against Commercial Bank over Joint Liability Claim for Fund Centralization

The lawsuit filed by a commercial bank against a listed central enterprise group, claiming joint and several liability for fund centralization related to its subsidiary's bankruptcy, has concluded with a favorable ruling for the enterprise, and the judgment has taken effect. The case was represented by a Dacheng team consisting of Han Guang (Senior Partner), Liu Shijie (Senior Partner), Zhang Rong (Partner) and Zou Xiaodong (Partner).

 

This victory fully safeguards the legitimate rights and interests of the client, clarifies the compliance boundaries and potential risks of fund centralization and capital pool businesses, and prevents creditors from improperly claiming liabilities against enterprise groups that conduct standardized fund management.

 

The dispute originated from a financial loan contract between the commercial bank and a wholly-owned subsidiary of the listed central enterprise group. Relevant judgments on the loan relationship had already taken effect before the subsidiary entered into bankruptcy liquidation proceedings. Subsequently, the commercial bank filed a separate lawsuit, alleging irregular fund diversion and centralization, and claiming that the parent group and its subsidiary had confused corporate personalities and that the parent exercised excessive control. The bank demanded the parent group to bear joint and several liability for the loan principal, interest and related expenses.

 

In response to the allegations, Dacheng's team argued in court that centralized fund management and capital pool arrangements are standard and compliant financial management models for enterprise groups. Since 2000, multiple regulatory documents issued by national authorities have encouraged state-owned enterprises to implement unified centralized fund management to reduce capital costs and mitigate operational risks. Fund centralization itself does not violate laws and regulations, nor can it be deemed as evidence of confused corporate personalities. The team sorted out fund flow records, bank statements, interest settlement vouchers, internal financial management systems and audit reports, and fully proved that there was no confusion in property, personnel or business, nor excessive control between the parent group and its subsidiary.

 

Meanwhile, the team stressed core provisions of bankruptcy laws: after bankruptcy liquidation proceedings are duly initiated, all claims targeting the bankrupt enterprise's assets shall be handled uniformly within the bankruptcy procedure. As the commercial bank failed to declare its creditor's rights to the bankruptcy administrator before filing the lawsuit, it had no right to initiate a separate action for creditor's right confirmation. Accordingly, all its claims for principal and interest were rejected, and relevant litigation costs shall be borne by the bank itself.

 

The court fully adopted Dacheng's arguments and dismissed the lawsuit. This case clearly confirms that compliant internal fund management by enterprise groups will not lead to deemed personality confusion or additional liabilities. It defines the legal boundary between internal management acts and external liability assumption, clarifies the rules for claims during bankruptcy proceedings, and provides a practical reference for enterprise groups to balance management efficiency and legal risk control.