Application Of Fair Principle In Connectional Transaction Of Public Company

The connectional transaction of public company has already become the ubiquitous phenomenon on the capital market of our country. Because connectional transaction is a kind of means of effective distribution of resources to the essence, it has some characteristics different from ordinary marketing. So it ought to play a positive role in the capital market. In recent years, it repeatedly happens that public company abuses the connectional transaction to damage investor's legitimate rights and interests. The stability of the market has already been jeopardized. Therefore, it is necessary to standardize it in line with the principle of fairness.This text aims at this problem, commencing from the meaning of public company connectional transaction. Through analyzing the essence and the characteristics to it, elaborating the fair principle theories of the civil and commercial law, it studies the actual usage of it in our country public company connectional transaction. The text is divided into the three greatest parts totally.The first part introduced the occurrence of the public company connectional transaction. Such as the concept, the creation background, the essence characteristic of connectional transaction etc, the basic circumstance concerning the public company connectional transaction is introduced and studied one by one. In order to install to maximize the output for the sake of the resources, there are the characteristics that it differs from other transaction. So it is easier to hurt other investors and needs the principle of fairness lead to supervision. Definitional thescope that the public company connectional transaction through a current laws at the same time;The second part discussed the value and the position of the fair principle in civil and commercial law. It is important that the principle support legal rights of the civil and commercial body. According to the different standard, it is carried on the classification. Therefore it has the basics theories to make use in .the connectional transaction.The third part emphasize from the application of the fairness of substance and the fairness of procedure in the public company connectional transaction. To the fairness of substance, introducing some related laws in the USA, study the regulars in our country and point out their shortage. To the fairness of the procedure, also draw lessons from some experiences of the abroad and state the duty of public the stake, the system of right to vote avoiding, the system of independent director approving, the system of information announcing, etc. The problem of the balance of both the fairness of substance and the fairness of the procedure is explained and my own standpoint is elaborated.It should deserve to carry through substantially still formally in connectional transaction of the public company. The fairness of substance should just make each side entity fairly in the connectional transaction balanced in distribution of interests, have not caused the substantive harm to either party. Judge standards with it are different because angles are different. The standards in our country are according to the independent transaction activity of market at present, having standardized the connectional transaction of public company to a certain degree. But the characteristic advantage of the connectional transaction fails to bring into full play. The setting-up of the system of compensate contributes to remedying this defect. The fairness of procedure can guarantee the fairness of substance in the connectional transaction of public company, which reflects as the setting-up of a series of legal procedures in it. It must not result in the fairness of substance, but it can improve and reach the possibility with it greatly.The main basis that judge whether the connectional transaction of publiccompany is fair or not still is the fairness of substance. It is a main purpose of the law and the fairness of procedure is just only a kind of means. When they occurrence conflict, the fairness of procedure contnbutes to the conversion and reallocation of the burden of proof in the law of legal procedure.