Covered Transaction Between Commercial Banks And Their Affiliates And Its Regulation

The article is divided into four chapters, respectively introduce the connotation,origination and characteristic of the covered transaction between banks and their affiliates; Introduce the principal rules and major principles on company law to standardize and regulate the covered transaction between banks and their affiliates; analyst exterior supervising methods on the covered transaction between banks and their affiliates; uphold the principle of information disclosure on the covered transaction between banks and their affiliates. The first chapter of this article analyzed some related terms so far as to the covered transaction between banks and their affiliates and its characteristic. Related terms include: "insiders",the affiliate with respect to the commercial banks, the content of the covered transaction between banks and their affiliates, meanwhile get a view on the countries aboard as to this issue; And introduce the particularity and characteristics of the covered transaction between banks and their affiliates. The Second chapter of this article introduces the major principles and specific methods to standardize the covered transaction between banks and their affiliates, the principles are disregard of corporation,deep-rock doctrine and the principle of fiduciary of principle shareholders. The first two principles mainly protect the commercial bank creditors, but last principle mainly protect the commercial bank's minor shareholder's benefit; The specific methods are divided into preventive measures and the remedial measures, the preventive measures are: the approval by general meeting of shareholders on gross covered transactions, the exclusion of voting right by interested shareholders, the independent directors and the compensation responsibility of holding shareholders; The remedial measures respectively are: suit of revocation and invalidation of shareholders'meeting,shareholders'derivative suit,repurchase shares of dissenting shareholders. The third chapter of this article mainly elaborates exterior supervision and regulation on the covered transaction between banks and their affiliates. Pointed out that exterior supervision and regulation must harmonize the efficiency and security, prohibit the covered transaction between banks and their affiliates as a general rule, at the same time acknowledge and approve the covered transaction between banks and their affiliates pursuant to the laws and regulations. Specialize the specific methods, they are: standardize transaction condition, strengthens the commercial bank internal control, limit the quantity of covered trade, classified supervision and regulation, and urge information disclosure of the covered transaction between banks and their affiliates. The Fourth chapter of this article mainly establishes the information disclosure mechanism. The information disclosure includes the obligation of report and disclosure of "insider "; disclosure of affiliates and the covered transaction between banks and their affiliates. And analyzed the information disclosure on the covered transaction between banks and their affiliates by five list banks, and put forward some suggestions.