Research On Company Law Of Related Transactions

Related transactions is a form of transaction emerged with the development of market economy and company system enterprises. Its particularity lies in the relation of both transacting parties, i.e. one is dominated or significantly impacted the other. The merit of related transaction is both transacting parties'familiarization of information, cost saving in transaction and efficiency. However, in current market front, related transaction usually leaves people negative impression. Because the related parties in domination easily get access to interest through such transaction, which cause damage to the interest of company, a few stock holders and creditor of company. Therefore, related transaction is a double blade which will turn up both fair and inappropriate transactions. Then how to draw on the advantages and avoid disadvantages in related transaction caught concern of legislation in almost every country.The regulation of related transaction involve in many legal sections, such as company law, security law, tax law, accounting law, and so on. This thesis illustrates related transaction from the aspect of company law. China's company law has transformed its attitude from gross prohibit to permit in principle. It has added terms regulated inappropriate transactions, but there still remain certain defects.This thesis has three parts. The first part briefly introduces general theory of related transaction regulations, included definition, types, and regulation necessity of related transaction.The second part put emphasis on system design of offshore company to related transaction regulations. The regulation of related transaction can be divided into positive transaction and negative one. The former refers to restriction on company power and activity of majority stockholders, while the latter is repression on occurrence of inappropriate related transaction and relief on one's legitimate interest through bestow certain right to victims of inappropriate related transaction. Interest impaired party mainly involve minority company's shareholders and creditor. Illustration of these legal systems serves as a reference for perfection of legislation in China.The third part gives introduction of related regulation of China's company law in related transaction, which affirms the progress of its legislation while expounding the existing deficiency including defect of regulation in related transaction of board members, lacking of establishment voting right of related shareholders, ambiguous responsibility regulation of majority shareholders, and shortage of relieving system of creditor. Aiming at these problems, this thesis has provided related legislation proposals.