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2025年4月10日上午，最高人民法院第二国际商事法庭在上海国际商事法庭公开开庭，由审判长沈红雨，审判员潘勇锋、郭载宇、黄西武、高燕竹组成合议庭提级审理了一起出资纠纷案件。

此次庭审是最高人民法院国际商事法庭在上海国际商事法庭进行的公开开庭，充分践行了最高人民法院巡回审判制度“审判机关重心下移、就地解决纠纷、方便当事人诉讼”的功能。最高人民法院国际商事法庭切实履职尽责，不仅让“家门口的最高法院”落到实处，还为长三角区域涉外法治建设提供“司法为民、公正司法”的示范样本，有力指导地方国际商事法庭更好发挥涉外审判职能作用。

作为全球瞩目的我国对外开放前沿阵地与经济中心，上海始终是国际商事主体观察中国国际化、法治化营商环境的重要窗口，也是外商投资最为发达、涉外经贸最为活跃的区域之一。近年来，跨境数字贸易、离岸金融创新、国际投资并购等新兴业态蓬勃发展，随之而来的新型跨境货物贸易、国际投资、离岸服务贸易等多元化纠纷类型不断出现，法律关系也日趋复杂。

本次公开审理的案件正是一起外国股东起诉中国股东、董事等的出资纠纷案件。本案中，外国股东主张中国股东、董事通过关联交易抽逃出资，被告及第三人予以否认。案件涉及中外合资企业经营过程中的股东权利的边界、公司章程条款的理解、重大关联交易的认定等典型问题，各方当事人就此展开激烈辩论。面对案件涉及的多项法律争议，最高人民法院国际商事法庭的法官展现出深厚的法学专业能力、敏锐的规则洞察力及娴熟的庭审驾驭能力，精准归纳了案件焦点，通过条分缕析的证据质证与法理阐释，展现了我国涉外商事审判的专业高度和国际视野，为同类案件审理树立了榜样。

全国人大代表李丰、周燕芳，最高人民法院国际商事专家委员会专家委员范思深（Susan Finder），上海市政府部门、行业协会、仲裁机构、调解组织、律师协会等相关单位负责人，上海市高级人民法院、上海市第一中级人民法院的法官代表，以及华东政法大学、上海政法学院、上海纽约大学的师生代表等80余人旁听了庭审。旁听人员对此次庭审给予高度评价，表示这是一场规范、严谨、高效的示范庭审。

外籍旁听人员盛赞，这次庭审全程采用了先进的同声传译系统，整场庭审具有很强的科技感，实现了全程无障碍旁听，很好体现了上海数字法院建设的成果。这样的巡回审判机制以“零距离”的司法服务为长三角区域的中外商事主体提供了明确的司法指引，彰显了中国司法机关依法平等保护中外当事人合法权益的务实行动，体现出中国在营造市场化、法治化、国际化一流营商环境方面的积极作为。

党的二十大报告明确提出，“推进高水平对外开放，稳步扩大规则、规制、管理、标准等制度型开放”。上海国际商事法庭将以此次审理为契机，认真学习最高人民法院国际商事法庭的审判机制和方式，推进国际商事审判机制改革创新，以“司法护航”助力构建国际国内双循环新发展格局，为投资者提供更加高效、更加透明、更可预期的纠纷解决路径。

I am very glad to have had this opportunity to attend this hearing with other international attendees and hope that having international visitors attending international commercial cases in the future will be a usual practice. It is symbolic that this hearing with foreign attendees took place in Shanghai, one of the most open cities in China.

The judges’ questions went to the core issues of the case. It was clear that they had thoroughly reviewed the parties’ submissions and considered the most important points. It was a very insightful experience.

As an arbitration practitioner, I was honored to attend this trial. The Supreme People’s Court demonstrated high professionalism and openness in handling foreign-related commercial disputes. The case focused on substantive issues such as capital contributions, corporate control, and related party transactions. Although legally complex, the judges demonstrated clear reasoning and a tightly structured logic in their adjudication. From an arbitration perspective, foreign-related investment place greater emphasis on rule predictability and stable governance. However, core legal issues in this case, such as fulfillment of registered capital obligations, legitimate exercise of shareholder rights, and maintaining corporate legal personality, are recurring themes in Sino-foreign joint venture governance.

This experience reaffirmed my belief that courts and arbitration institutions, through authoritative judgments and awards, can jointly build a fair, rules-based, and predictable business environment, and further align China’s commercial legal system with international norms.

今天的庭审由最高人民法院民四庭庭长、国际商事法庭法官沈红雨亲自担任审判长，为时半天的庭审过程高效又不失严谨，充分展示了中国国际商事法庭法官杰出的庭审驾驭能力，出庭代理律师也展现出了很高的执业水准，可以说今天的庭审代表了中国司法审判的最高水平，令在座旁听人员受益良多。在全球贸易和投资面临重大挑战之际，最高人民法院国际商事法庭在上海提审国际商事一审案件，无疑是向国际社会传递了中国保护外商投资合法权益的强烈信号，增强外国投资者对中国法律和司法制度的信心与信任。

同时，最高人民法院国际商事法庭在上海巡回审判案件，能够为上海乃至全国的涉外商事审判提供标杆性案例，也为营造市场化、法治化、国际化的一流营商环境提供司法保障，必将有力促进上海“五个中心”建设。上海律师在积极参与涉外案件的代理工作以外，也期盼未来能有更多像今天这样由上海国际商事法庭和上海律协共同组织的培训、研讨等学习交流活动，提升涉外法律服务水平。

On the morning of April 10, 2025, the Second International Commercial Court of the Supreme People’s Court held a public trial at the Shanghai International Commercial Court. A collegial panel composed of Presiding Judge Shen Hongyu and Judges Pan Yongfeng, Guo Zaiyu, Huang Xiwu, and Gao Yanzhu conducted a trial at an elevated level for a capital contribution dispute case.

This marked a public trail held by the China International Commercial Court in the Shanghai International Commercial Court. It fully demonstrated the function of the circuit trial system of the Supreme People's Court, which is “to shift the focus of the judicial organ downward, resolve disputes on-site, and facilitate litigation for the parties”. By earnestly fulfilling its duties, the China International Commercial Court has not only made the idea of “Supreme Court at the doorstep” a reality, but also provided a model of “justice for the people and fair justice” for foreign-related rule-of-law development in the Yangtze River Delta region, and strongly guided local international commercial courts in better performing their foreign-related adjudicative functions.

As China’s economic hub and frontier of opening-up which attracts worldwide attention, Shanghai serves as a key window through which international commercial entities observe the country’s internationalized and rule-of-law-based business environment. It is also one of the most active regions for foreign investment and international economic and trade activities. In recent years, emerging sectors such as cross-border digital trade, offshore financial innovation, and international mergers and acquisitions have thrived, giving rise to new types of disputes involving cross-border goods trade, international investment, and offshore services, and the legal relationships have become increasingly complex.

The case heard publicly this time involved a dispute between the foreign shareholder and the Chinese shareholder and directors over capital contributions. In this case, the foreign shareholder claimed that the Chinese shareholder and directors had withdrawn capital through related-party transactions, but the defendants and the third parties denied it. The case touches on key issues such as the boundaries of shareholder rights, interpretation of articles of association, and the identification of major related-party transactions in the operation of Sino-foreign joint ventures. The parties engaged in intense and detailed debate on these issues. Facing with numerous legal disputes in the case, the judges of the China International Commercial Court displayed profound legal expertise, sharp insights into legal rules and proficient courtroom management skills. They accurately summarized the case’s core issues and skillfully conducted evidence verification and legal analysis, which highlighted China’s high level of professionalism and international outlook in foreign-related commercial adjudication, and set a benchmark for similar cases.

Today's trail was presided by Shen Hongyu, the Chief Judge of the Fourth Civil Division of the Supreme People's Court and also of the judge of the China International Commercial Court. It was a half-day hearing that was both efficient and rigorous, demonstrating the outstanding courtroom management skills of the top judges of the China International Commercial Court. The litigating attorneys also displayed excellent professionalism. I believe this trail has showed the highest level of China’s judicial adjudication, offering great insights to all attendees. At a time when global trade and investment face significant challenges, the Supreme People's Court’s decision to hear a first-instance international commercial case at an elevated level in Shanghai undoubtedly sends a strong signal to the international community that China protects the legitimate rights and interests of foreign investors, strengthening their confidence and trust in China's legal and judicial systems.

At the same time, by conducting the circuit trial of case in Shanghai, the China International Commercial Court can provide benchmark cases for foreign-related commercial trials in Shanghai and even across the country, and also provide solid judicial support for building a world-class, market-oriented, law-based, and internationalized business environment, which will strongly promote the construction of Shanghai's “Five Centers”. In addition to actively participating in the representation of foreign-related cases, Shanghai lawyers also look forward to having more learning and exchange activities such as training and seminars jointly organized by the Shanghai International Commercial Court and the Shanghai Bar Association in the future to enhance foreign-related legal service capabilities.

More than 80 people attended the hearing, including delegates to the National People’s Congress Li Feng and Zhou Yanfang; Susan Finder, a member of the Expert Committee of the China International Commercial Court; representatives from Shanghai municipal departments, industry associations, arbitration and mediation institutions, and bar associations; judges from the Shanghai High People’s Court and Shanghai First Intermediate People’s Court; as well as faculty and students from East China University of Political Science and Law, Shanghai University of Political Science and Law, and NYU Shanghai. Attendees give a good appraisal for the hearing, indicating it a model of normative, rigorous, and efficient proceedings. Foreign attendees highly praised the fact that the trial adopted an advanced simultaneous interpretation system throughout the process, providing the entire trial with a strong sense of technological sophistication and enabling barrier-free attendance throughout the process. This reflected the achievements of the construction of digital courts in Shanghai. Such circuit trial mechanism provides clear judicial guidance for both Chinese and foreign commercial entities in the Yangtze River Delta region with “zero-distance” judicial services, demonstrating the practical actions of Chinese judicial organs to equally protect the legitimate rights and interests of both Chinese and foreign parties according to law and reflecting China's active actions in creating a market-oriented, legalized, and internationalized business environment.

The Report to the 20th National Congress of the Communist Party of China clearly stated the need to “promote high-standard opening up and steadily expand institutional opening up with regard to rules, regulations, management, and standards”. Through this trial, the Shanghai International Commercial Court will continue to learn from the adjudication mechanisms and practices of the China International Commercial Court, drive innovation in the international commercial trial system, build a international and domestic new development pattern of dual circulation with “judicial escort”, and provide global investors with more efficient, transparent, and predictable dispute resolution paths.

Observations from the Hearing

Susan Finder（范思深）

最高人民法院国际商事专家委员会专家委员，北京大学国际法学院常驻知名学者

我非常高兴能有这次机会与其他国际法律人一同旁听此次庭审，并且希望今后让国际人士参与旁听国际商事案件能够常态化。这次有国际法律人参与旁听的庭审活动能在上海（中国最开放的城市之一）举行，颇具象征意义。

这次开庭给我留了深刻印象。法官们的提问，切中了案件的核心问题，可见他们已经事先彻底审阅了双方提交的材料。这是一次非常有启发性的经历。

Hermes PAZZAGLINI（杨慕华）

上海国际经济贸易仲裁委员会（上海国际仲裁中心）仲裁员，意大利NCTM律师事务所上海代表处首席代表

作为仲裁从业者，有幸旁听本案的审理，深感最高人民法院在涉外商事案件处理中的专业性与开放性。案件聚焦于出资履行、公司控制及关联交易的实质问题，法律关系复杂，但裁判思路清晰、逻辑严密。从仲裁视角看，涉外投资更强调规则的可预期性与治理结构的稳定性，但本案所反映出的核心法律问题（如注册资本的真实履行、股东权利的正当行使、公司人格的独立维护），也同样是中外合资企业治理中反复出现的争议焦点。

此次观摩让我更加确信，法院和仲裁机构通过权威裁判和裁决的方式可形成合力，为建设规范、公正、可预期的营商环境提供坚实保障，进一步推动中国商事法治与国际规则的接轨。

Zou Zhiqiang

Vice Chairman of the Arbitration Committee of the Shanghai Bar Association, Partner of Dacheng Shanghai

Today's trail was presided by Shen Hongyu, the Chief Judge of the Fourth Civil Division of the Supreme People's Court and also of the person in charge of the Second International Commercial Court. It was a half-day hearing that was both efficient and rigorous, demonstrating the outstanding courtroom management skills of the top judges of the China International Commercial Court. The litigating attorneys also displayed excellent professionalism. I believe this trail has showed the highest level of China’s judicial adjudication, offering great insights to all attendees. At a time when global trade and investment face significant challenges, the Supreme People's Court’s decision to hear a first-instance international commercial case at an elevated level in Shanghai undoubtedly sends a strong signal to the international community that China protects the legitimate rights and interests of foreign investors, strengthening their confidence and trust in China's legal and judicial systems.

At the same time, by conducting the case at an elevated level at the Shanghai International Commercial Court, the Supreme People's Court can provide benchmark cases for foreign-related commercial trials in Shanghai and even across the country, and also provide solid judicial support for building a world-class, market-oriented, law-based, and internationalized business environment, which will strongly promote the construction of Shanghai's “Five Centers”. In addition to actively participating in the representation of foreign-related cases, Shanghai lawyers also look forward to having more learning and exchange activities such as training and seminars jointly organized by the Shanghai International Commercial Court and the Shanghai Bar Association in the future to enhance foreign-related legal service capabilities.

文：刘侗侗

翻译：施明宇

校对：聂妍铧

值班编辑：郭葭