Several Problems To Study In Company's Regulation Of The Related Trade Of Listed Company

As a ubiquitous phenomenon, the related trade of listed companies has become part of their daily production and operation and is also one of the major focus people pay close attention to. There are dual characters in the related trade of listed company that they have positive effect and negative ones as well. Therefore, it has great significance to strengthen the study on related trade structure of listed company, in order to accelerate the perfection of related trade systems, to induct the sound development of the related trade and to facilitate the legislation of Corporation Law.On the whole, our country has already set up the system frame for regulating the related trade. It is necessary to strengthen the regulation of related trade through various methods besides the company law and security law.Regulation of related trade by the company law is unified to the characteristic of itself, with its major points are: Balance and coordination of the interests, random norm and compel norm to combine together, entity's norm and procedure norm to combine together, Organizing norm and function norm to combine together and company's regulation to combined with other norms.For the train of thought, we can consult the foreign legislative mode to concentrate on adjusting the related trade. It is more appropriate to adopt related legislative mode for the legislation in affiliated enterprises. Meanwhile, we should pay attention to the coordination between company's regulation and other norms, including the coordination with Securities Law, contract law and other legal norms.In accordance with the guidelines of related trade, listed companies are looking for an equalization point among the company itself, the minority shareholders and the social public interests to guarantee that the just and sound related trade could be realized while the improper and unfair one be standardized and restricted.In general, we should take into consideration with the overall and systematic eyesight the regulation and confines to the related trade. Firstly, boost the sense of participation of shareholders to ensure that the power of supervision from the minority shareholders would be the most important. Secondly, unify standard identification to therelated trade, including standards for relevant persons and related trade. Moreover, define the basic principles of the related trade in view of clearly directing the dealings. Finally, establish all kinds of sound and concrete systems, including company's internal management configuration, external management organs, examine and approval system, non-voting system, legal liability system and lawsuit system.As for the management organs of company, it is necessary to make the relations in order among the shareholders meeting, board of directors and supervisory board and set up the balance relations between the owner and the proprietor for the sake of scientific decision and effective supervisory of the related trade. To be specific, manipulation by the charged shareholders shall be restricted to assure the independence of list company, strengthen the independence of the board of directors and make good use of the supervision function of the board of supervisors.As regards to the examine and approval system, the purview of the shareholders meeting and board of directors should be defined. In particular, an independent director's examine and approval system and the shareholders meeting and non-voting system shall be established to dominate illegal dealings.For the legal liabilities, the emphasis shall be focused on the big shareholders' loyalty to the listed companies. According to the Unveil and Deep-Stone theories, the big shareholders shall bear compensation responsibility for the loss of listed companies and creditors. Contemporarily, prescribe relevant legal liabilities on basis of roles played by directors, supervisors, senior managers and intermediaries in Related trade among listed companies. In addition, as a kind of punishment to the get-out-of-line dealings, the China Securities Regulation committee could limit the rights of listed companies to finance within fixed period.As for the lawsuit system, it is suggested to induct the Derivative Action system, in which, to regulate accord with our reality the essential terms, proceeding terms and limit of actions, to ensure that the relief rights of minority shareholders could come true and the restriction of Related trade could be reinforced.