Recent years have seen frequent disputes between internet celebrities and companies in the new media industry. Cases Dong Yuhui vs. Oriental ion and Li Ziqi vs. Weiniang have come to public attention, exposing the deep-seated contradiction between the industrys heavy reliance on "personal connections" and the lack of clear regulations. The core assets of the new media industry are not just intellectual achievements but the "people" themselves—specifically, the persona, fan loyalty, and public perception surrounding internet celebrities. When a companys core assets heavily depend on a celebritys personal output, and once the account reaches a certain scale, shareholder conflicts and IP battles often become imminent. (Note: The industrys colloquial terms "IP" or "personal IP" are not strict legal concepts. In the context of MCN operations, they typically refer to a bundle of intangible assets centered around a celebrity, requiring clear ownership. These include account ownership, content copyrights, trademark rights, and other property-based interests, as well as the scope and methods of licensing personality rights involving the celebritys name and image. For convenience, these will be collectively referred to as IP in the following text.)
As outlined in the authors *Legal Guide to Online Influencer and MCN Signing Strategies*, establishing the legal relationship between influencers and MCNs (including exclusive performance agency agreements, account management contracts, employment arrangements, and business partnerships—detailed in *Signing Guide (Part 1)*) is the first step to resolving disputes. When an influencer holds shares in an MCN, it signifies a deeply integrated partnership, which often imposes stricter corporate governance requirements. While initial shareholder relations may be harmonious, issues misaligned responsibilities, ambiguous boundaries, or imbalanced ecosystems can easily lead to disputes over profit distribution and ownership of creative outputs.
The new media industry is plagued by corporate deadlock in its closed-system companies, marked by few shareholders, concentrated equity, dual roles of chairman and general manager, and nominal shareholder meetings, boards, and supervisory boards. However, not all influencers can legally separate from their companies and obtain account ownership. In practice, most cases spiral prolonged conflicts and internal friction. This article analyzes the root causes of corporate deadlock in the new media sector and proposes actionable remedies for such disputes.
一、 The Causes of Corporate Stalemate: Three Core "Diseases" of MCN Companies from a Legal Perspective
A corporate deadlock refers to a situation major conflicts of interest and disagreements between shareholders or management lead to dysfunctional decision-making mechanisms, severe operational difficulties, and shareholders unrealized expectations regarding asset returns and participation in key decisions. The very existence of the company may result in shareholder losses. In the new media industry, such deadlocks often arise from the legal equity parity between shareholders and the significant separation of de facto asset control rights.
[Typical Behavior Patterns]In such disputes, a prevalent and highly damaging pattern involves one shareholder leveraging their de facto control over the companys core account to unilaterally disconnect and transfer it from the operational framework under a 50:50 equity structure. This action immediately nullifies the statutory rights of other shareholders, causing the corporate governance mechanism to completely fail and plunging the company a deadlock de facto control undermines the legal property rights of the corporate entity.
Most MCN companies stuck in this impasse share these core issues:
（一） The legal boundary between celebrity IP ownership and corporate assets is ambiguous, making it easier for account controllers to exert shareholder oppression.
The content production of influencers relies on team collaboration. If the shareholder agreement fails to rationally quantify profit-sharing ratios corresponding to the contributions of influencers, executors, and investors during the initial cooperation phase, the influencer may arbitrarily cease broadcasts or transfer accounts after establishing a s persona and output style. Meanwhile, the executor might package auxiliary execution as core creative work to claim ownership of results, turning mutual cooperation mutual infringement. Accounts with influencer appearances often have registered entities (individuals with real-name verification) inconsistent with actual operators (company teams). Once the influencer holding shares has the opportunity to dissociate accounts, the companys core assets are transferred, leaving other shareholders in a passive position. For MCN companies, account control means controlling corporate assets and future cash flow sources. Account content distribution directly reflects the companys operational plans and development direction. Even when equity is balanced or unfavorable, the party with account control can still exert shareholder pressure. MCN companies investing substantial operational costs in accounts may stipulate in agency contracts that accounts belong to the company. However, if the ownership of accounts between influencers, companies, and shareholders remains unclear during early cooperation, other shareholders will face immense challenges in subsequent rights protection (principles for determining account ownership in litigation are detailed in the "Signing Guide (Chinese Edition)").
(2) The Defect of Group Equity Design and Governance System Leads to the Failure of the Governance System of Account Assets
Under the majority rule mechanism, if a companys equity structure exhibits structural imbalances (e.g., complete parity in voting rights between the proponent faction and executive faction within the controlling platform), has limited shareholder numbers, maintains roughly equal director appointments across stakeholders, or lacks a unified decision-making body, then when intense conflicts arise between shareholders or directors adopting confrontational stances, no party may secure a majority vote. With corporate bylaws merely outlining shareholder meeting procedures but lacking flexible remedies for collective inaction, shareholders proposal rights become mere bargaining chips. The operating company managing affiliated accounts backend lacks independent governance protocols, relying entirely on the controlling platforms decision-making output. This exacerbates equity structure deficiencies, causing critical operational actions—including personnel appointments, fund approvals, and core asset disposals—to stall due to the platforms decision-making failures. Ultimately, this renders the entire groups governance framework completely ineffective in managing account assets.
(3) Self-rescue Behavior and Legal Boundary Conflict in IP Contention
When conflicts escalate, both parties often resort to extreme self-rescue measures that cross legal boundaries. Influencers leverage their verified identities to arbitrarily disconnect company systems and transfer account control, potentially constituting shareholder abuse that harms corporate or third-party interests. Conversely, companies retaliating through asset seizures or privacy breaches may face infringement charges. This governance mismatch creates operational risks: Influencers, though managing content teams and contract negotiations, lack legal authority as non-legal representatives. Meanwhile, MCN companies registered legal representatives (often investors or executors) bear liabilities without control over core assets, creating a governance paradox "those accoun lack power, and those in power lack recognition." If disputes escalate, any party suspected of transferring company funds exceeding thresholds may face criminal charges for embezzlement.
II. The Remedy Path of Returning Rights and Responsibilities and Bottom-line Guarantee of Risks
Given that parties in entertainment industry disputes often engage in emotional confrontation, the first step is to guide them to step back from emotional reactions. They should recognize that such zero-sum games only result in IP devaluation and mutual harm, and instead return to the rational path of resolving issues through rules. The specific relief approaches are as follows:
(1) Emergency blocking of asset transfer and repair of governance structure
The core assets of MCN (Multi-Channel Network) are accounts, backend accounts, and cash flow. Emergency asset preservation serves as the foundation for all subsequent legal actions. Therefore, it is imperative to immediately submit formal ownership dispute statements and evidence to relevant platforms, applying for suspensions of critical operations such as account unbinding and entity changes. Concurrently, apply for pre-litigation behavioral or property preservation through judicial compulsory measures to prevent account transfers, disposals, or misuse. While implementing preservation measures, systematically secure key evidence including proof of corporate investment costs, evidence demonstrating account revenues belong to the company, and evidence of ownership consensus. These three categories of evidence collectively form the legal basis for claiming the account as corporate property. Simultaneously, immediately take measures to recover core seals and control documents. Based on this, send legal notices to the opposing party demanding asset return and cooperation in transfer, declaring corporate property rights, clarifying the illegality of unilateral asset transfers and compensation liabilities, thereby establishing initiative for subsequent negotiations or litigation. Oppressed shareholders may first attempt internal remedies such as written proposals for convening extraordinary shareholders meetings to clarify asset return and control plans, creating conditions for resolving the deadlock through multiple channels.
(2) Litigation on the confirmation of ownership, laying the foundation for distribution
When both parties demonstrate willingness to reconcile, they may first seek dispute mediation through the platform. If negotiations fail, the account ownership litigation must be initiated to clarify core asset ownership, asserting that the account and related earnings belong to the company. This requires the influencer to relinquish control of the account and compensate for losses, thereby establishing a legal basis for profit distribution. Should the parties reach a settlement during litigation, confirming the account and associated earnings as company property, the next step involves drafting legal frameworks and formulating asset recovery and benefit exchange plans. For asset recovery, a core asset transfer agreement should be signed, specifying benefit exchange principles, recognizing the influencers IP value, and adjusting profit distribution ratios. Notably, if one party maintains control through shareholder oppression, the oppressed shareholder must strengthen negotiation leverage with solid evidence. Otherwise, it will be difficult to push for the accounts return to the company.
(3) Multiple Litigation Relief Paths for Oppressed Shareholders
As shareholders, influencers leverage their control over core accounts to unilaterally detach these operationally critical accounts from the corporate structure, retaining all associated revenues and even exploiting them for competing businesses. Such actions constitute shareholder rights abuse that severely disrupts normal corporate operations. Oppressed shareholders may pursue tiered legal remedies based on their specific rights protection objectives:
First, the initiating shareholder may file a damages claim for abuse of rights. Pursuant to Article 21 of the Company Law, when a shareholder (e.g., a celebrity) exploits their control over an account to transfer core company assets, withhold profits, or engage in competing businesses—directly harming the company and other shareholders—the aggrieved shareholder may sue in their own name to demand compensation. The scope of damages must be determined based on case specifics: direct losses include operational revenue lost after account transfer, business losses from customer diversion, and necessary costs incurred to maintain operations; expected losses encompass depreciation of the accounts IP value due to stagnation, compensation for breach of signed commercial agreements, or anticipated revenue losses. During litigation, key evidence must demonstrate the shareholders account transfer, profit withholding, and the causal relationship between the competing business and the companys losses, ensuring the claim is sufficiently substantiated.
Secondly, the claim for share repurchase. Oppressed shareholders may invoke Article 89(3) of the 2023 Revised Company Law to demand share repurchase. The key argument is that even if the controlling shareholder holds 50% of the shares, their actual control is achieved by dominating core operations and obstructing corporate decision-making, thereby constituting a de facto controlling shareholder. Such abuse of power severely harms the interests of other shareholders, thereby triggering the right to repurchase.
Thirdly, initiating judicial dissolution proceedings should serve as a last-resort remedy and be applied with caution. From a litigation perspective, aggrieved shareholders typically opt for this approach when: (1) equity repurchase efforts fail (e.g., influencers refuse valuation cooperation or companies show no repurchase intent), (2) core assets continue depreciating (e.g., inactive accounts lead to fan attrition, IP value diminishes), and (3) governance deadlock cannot be resolved through internal channels (all internal remedies exhausted), while maintaining the company would exacerbate losses. In such extreme cases, shareholders seek judicial termination of corporate existence to recover partial losses through asset liquidation. However, if core accounts have been transferred, judicial dissolution carries significant drawbacks: Firstly, with core business assets out of control, liquidation can only distribute residual platform funds and office equipment, which must first cover debts (e.g., rent, employee salaries, taxes), leaving shareholders with limited recoverable assets that cannot compensate for fundamental losses from account loss. Secondly, the lengthy dissolution process may deplete remaining funds through litigation preservation and debt repayment.
(4) Reconciliation Negotiation and Public Opinion Control, and the Implementation of a Smooth Exit Mechanism
The core solution to shareholder disputes in the new media industry involves establishing standardized protocols for clean and orderly compliance exits, preventing core intellectual property (IP) devaluation during conflicts. Clear account ownership confirmation must precede profit distribution, with third-party evaluations determining fair value and strict differentiation between capital nature (e.g., share repurchases vs. asset transfers) to ensure tax compliance. Exit execution requires locking down all obligations—from equity transfers and complete asset divestment to t audits of financial data—while requiring exit parties to provide debt guarantee commitments to eliminate residual risks. Finally, binding payment schedules to core performance metrics and enforcing strict confidentiality agreements create effective performance checks and public opinion safeguards. This approach ultimately achieves legal closure through IP value preservation, ensuring clear accountability and transparent financial records.
III. Industry Implications: Rule Prioritization is the Best Risk Prevention and Control
The impasse of new media industry stems from the fundamental contradiction between the high dependence on personal connections and the lack of rules. The solution lies in shifting from pursuing vague ecological control to establishing a rule system with clear rights and responsibilities, thereby achieving the return to the essence of commerce.
First, rights should be clearly defined, interests balanced, and exit paths established in advance through agreements. Clarifying IP legal boundaries should be the top priority. From the outset of cooperation, documents such as shareholder agreements must specify the ownership of personal rights (e.g., name and portrait rights) and property rights (e.g., accounts, copyrights, and trademarks). If the account is registered by an individual, a "Asset Transfer Agreement" must be signed, and a co-management mechanism for core assets established to legally establish the companys operational entity status.
The equity structure should serve long-term value alignment by designing dynamic equity and option mechanisms that match influencers IP contributions with operational resources, avoiding decision-making deadlock risks inherent in equal shareholding. All rules regarding IP ownership, revenue distribution, dividends, and exit mechanisms—particularly the valuation method for account buybacks—must be clearly defined in brokerage contracts and shareholder agreements. Prescribing clear and execu exit mechanisms is crucial to prevent disputes. The agreement should outline differentiated equity treatment plans and buyback price calculations for scenarios contract expiration, breach of contract, or major negative events, ensuring all parties have clear guidelines for exiting. Finally, the principle of equal rights and responsibilities must be upheld to ensure legal representation aligns with control rights. When disputes arise, parties should be guided to resolve conflicts through legal channels such as shareholder information rights litigation and asset confirmation litigation, ensuring conflicts are handled within the established framework.
Ultimately, the sustainable coexistence between influencers and MCNs cannot rely solely on trust but must be grounded in meticulously designed rules. Systematically strengthening the four pillars—ownership, governance, distribution, and exit mechanisms—from the outset is the most effective investment to avoid future deadlocks and achieve long-term win-win outcomes.
End Message
This article provides a practical framework for resolving corporate deadlock between MCN companies and their equity-holding influencers, offering systematic analytical approaches and remedial strategies. Such disputes critically affect the preservation of core intellectual property (IP) and its commercial value, with their complexity arising from the intricate interplay of legal determinations and business considerations. As an expert in corporate governance and complex dispute resolution within the entertainment and new media sectors, I specialize in delivering integrated compliance and risk management solutions that combine financial, commercial, and legal dimensions. MCN entrepreneurs, influencer teams, or investors facing similar challenges, or seeking proactive planning for key regulations (e.g., shareholder agreements, IP ownership structures, and dynamic equity frameworks), are encouraged to engage in discussions.
