On The Regulation And Rules Of Affiliated Transaction

Affiliated transaction comes out in the development of market economy,which shows great benefits to save transaction cost,improve operation benefits and market competitiveness of company and achieve general strategy of enterprises.Though affiliated transaction has advantages,we still have to see improper affiliated transaction has great lethality to market economy.Such improper affiliated transaction is eroding the market purity which is esteemed by traditional economists as the uppermost,destroying basic conception of fairness,competition and credit.Therefore,for such a double-edged sword as affiliated transaction, when affirming fair affiliated transaction to put its advantages into full play, how to prevent improper affiliated transaction and regulated it has become an emergent and complicated problem of jurisprudence industry.This paper takes regulation of affiliated transaction,especially unfair affiliated transaction as the clue and starts from affiliated laws aiming at protecting interest of company,unaffiliated shareholders and creditors and puts forward suggestions on legislation for legal regulation of our country on affiliated transaction in reference of legislation experience of unfair transaction and design of affiliated system.In such kind of thinking,this paper is divided into six parts:Chapter 1 analyzes definition of incidence relation,affiliated party and transaction in detail and thus gives out the definition of affiliated transaction starting from the conception to define affiliated transaction; then gives depiction on the newly incurred problem of affiliated transaction in current stage—concealment of affiliated transaction;analyzes the characteristic and classification of affiliated transaction finally. Chapter 2 makes analysis on the necessity to regulate affiliated transaction.It discusses on the necessity to make legal regulation on affiliated transaction from three levels including its great social economic harm,great challenge of current laws and internal logic of legal mission and legal development.Chapter 3 summarizes the judgment standard on the effectiveness of affiliated transaction.It summarizes from two aspects of procedure and entity:in procedure,it has to go through information disclosure in legal procedure and approval by mechanism which unaffiliated party or non-interested party are in or the general meeting;in entity,such deal shall be substantially fair.Chapter 4 briefly introduces regulations of affiliated transaction by new corporation law,security law and new accounting code under current legal frame in our country.Meanwhile,it also proposes some assumption on direct and systemic regulation on affiliated transaction,including legislation mode,legal orientation and regulation frame.Chapter 5 explains how to perfect regulations on affiliated transaction further from the angle of corporation law.It suggests reinforcing independent directors' supervision in affiliated transaction;company may claim disgorgement when company interest is impaired;it also suggests introducing deep-rock doctrine in corporation law in our country to increase protection of creditor further;finally it needs to perfect current system and enhance coordination of systems.The last part gives a summary of the paper.