Law Rule Of Chinese Listed Company's Affiliated Transaction

The affiliated transaction is a kind of economic phenomenon in the market, it is an important trade form in the market economy. There is a large amount of affiliated transaction in transaction of the company, especially in the listed company. The quantity of the transaction is enormous, the classification of the transaction is various, the way of the transaction is diversified, the information announcing alternative of the transaction is strong. Therefore, the related trade has extremely important effect on listed company, and then has great influence on market economy. On one hand, the affiliated transaction can promote to optimize the resources and reduce the transaction cost of listed company. On the other hand, the majority of negative effect exists in the affiliated transaction will increase the transaction costs of the company, even can cause camera bellow operate, interests to damage listed company, company interests of creditor and minority stock holder of China. Also, it will cause the capital market not to run in a smooth way. In view of this, this text will give some suggestions to legislate and examine our country's existing legislation mainly from the company law, angle of Securities Law based on comparing the law of various countries and the reasonable structure of our country.The main content of this text is as follows:Chapter one mainly carries on definition and discernment of basic conception to the affiliated transaction, including affiliated transaction, validity of trade analyze, and related pros and cons of transaction analyze, this is prerequisite and foundation of affiliated transaction of structure. The definition of the affiliated transaction is substantively about rerated party or affiliated person, right of control or conflict of interests, validity of affiliated transaction analyze is mainly debated on its program conditions and material conditions.Chapter two is directed primarily to the main way of the affiliated transaction of listed company in our country and analyze the characteristic and reason of producing. There is associated assets re-organization, credit and marketing and leasing and trust assets management, capital and financial exchanges take. The character of listed companies mainly concerns profit control, strong industry, finance occupy, no-related about related trade. The main cause of our listed companies associated with trading company, is no-complete changeover, unreasonable share of the structure and corporate governance structure for the distortion. The basic framework of affiliated transaction of listed company in our country:protect minority stock holder and creditor.Chapter three is mainly to improve obligations of information disclosure in affiliated transaction of listed company. Information disclosure issues theoretical analysis and relevant national legislation on the survey, information disclosure problem on our listed companies associated with trading and problem on legislative issues. Information disclosure requirements and recommendations in affiliated transaction of listed company.Chapter four is to protect minority stock holder and creditor in law, mainly learn to control the relevant transactions common international principles, Improve our trade policy of the listed company's associated regulatory, These responses including promoting the reform of the stock segmentation, Limit the controlling shareholder of the vote, improve the independent director system.Chapter five is to improve the protection of creditors'interest Main contests: elaborate on the protection of basic theories, in the analysis of legislation to protect, Perfect our management measures of the creditors.