Pritectubg Rights Of Minority Shareholder From WuliangYe's Improper Related-party Transaction

Related-party transaction means to transfer resources and duties among the related-parties, regardless of receiving cost. Related-party transaction in public listed company means transaction between public company as well as its wholly owned subsidiary and related-party. According to the propriety of related-party transaction, it is divided into propriety or impropriety related-party transaction. Propriety related-party transaction could save transaction cost, reduce uncertainty during the process of transaction, ensure supply and demand, and guarantee the quality and standardization of product at a certain benchmark level. Impropriety related-party transaction may also provide such positive effect, but more serious is that it will harm the interests of public listed company, minority shareholders, and other concerned parties.The previous researches on impropriety related-party transaction were focus on the protective level of the public listed company. Base on WuLiangYe's impropriety related-party transaction established case, this paper emphasizes analysing the minority shareholders'interests protection.The reasons leading to WuLiangYe's impropriety related-party transaction include a sole shareholder who controls more than 50% interests, the interests of minority shareholder yielding to dealer, characteristic of minority shareholder, tax avoidance, supervisory apartment's delinquency, duty of accounting firm and selectable information disclosure. The forms of expression include trusting or cooperating investment by WuLiangYe and ZhiYi(Cheng Du), giving lcredere by WuLiangYe, related buying and selling from upstream to downstream and reforming assets.There are many provisions and orders about protecting minority shareholder in improper related-transaction in our country. However, applying them to such case and combining An Ran and Ke Long, we can find some shortcomings, such as lower power and limited range. We will still improve the structure of the companies, supervisions, information disclosure, and criminal laws. First, we should optimize the interest structure of company, standardize the price of related-party transaction; strengthen the board of shareholder, the board of supervisor, the board of director, and independent director. We should still improve relative systems about shareholder purchasing, class action, excluding vote and minority shareholder prior vote. Second, the duty of stock supervisory committee should be enlarged. Technical merit and quality of supervisor should be raised. Third, the range of information disclosure should be enlarged, especially related-party transaction. Then we can build and detail advanced information disclosure. At last, we should enlarge subjects of securities criminal, perfect the mode of securities laws, construct effective circumstance of enforcing securities laws, reduce local administrative intervention and strengthen judicial assistance.During the process of writing this article, my tutor gave me great help. For this, I am eternally grateful.