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Study On The Several Problems Concerning Related Party Transaction Of Listed Company

Posted on:2005-08-12Degree:MasterType:Thesis
Country:ChinaCandidate:W X HeFull Text:PDF
GTID:2156360125456192Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
In the recent years, the related party transactions of the listed companies(RPT of LC) have been booming all the times, and the negative effects thus brought about by them have been criticized by the public. In this sense , the necessity of proper regulation on the RPT of LC has been never so urgently felt. The purpose of this dissertation is to give some suggestions on the perfection of the relevant regulations on the basis of comparing the legislation of other countries and the review of our current relevant stipulations. The dissertation consists of three parts and contains more than forty thousand characters.The first part is about the definition and identification of the RPT of LC. This is the foundation and prerequisite of regulating the RPT of LC. After comparing the relevant stipulations of other countries, the author gives examples of the defects of the < and gives some suggestions on the identification of the RPT.The second part discusses the positive and negative aspects of the RPT, and then reviews the current regulations of our country. On the basis of previous work, the author comes up with the principles that should be followed in coping with the RPT. That includes: the regulation should takes the combination of efficiency and fairness; the emphasis should be placed upon the regulation of the behaviors of the directors and the controlling shareholder. Furthermore, the author points out that the regulation of the two should have something in common and something different.The third part discusses how to regulate the transaction between the diretors and the company. After defining the duty of loyalty that the directors owe to the company in the process of their dealings, the dissertation makes a comparison of the legislations of several countries. In the end of this part , the author provides some suggestions on the improvement of relevant stipulations of the dealings between the directors and the company which mainly contain: the corporate organ that can approve the self dealing of the director, the standard for deciding the fairness of the dealings and the liabilities the director should assume if he breaches the duty ofloyalty during the dealing process.The fourth part is aiming at regulating the transactions between the controlling shareholders and the company. The author first expounds on the theoreticalfoundations of such regulation--the principle of shareholder equality and thefiduciary duties of the controlling shareholder. Then he compares the three different modes of legislation concerning the regulations on the transactions between the controlling shareholder and the company. After that ,the author concludes that we can borrow from the USA and Germany their relevant institutions. That is, disapplying the rule of exclusion of voting rights of the controlling shareholder, perfecting the recission system of the decision of the shareholders' meeting and the rule of shifting the burden of production of proof. The author thinks that the adoption of those measures will achieve a reasonable balance between the efficiency and fairness of the RPT with the controlling shareholder.
Keywords/Search Tags:related party transaction, fiduciary duty, duty of loyalty, shift of burden of production of proof, rule of exclusion of voting rights
PDF Full Text Request
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