By Our Country Trustee Self-transaction Legal Rules And Regulations

Since 2 0 centuries, along with the company scale gradual expansion and the stock rapid dispersers, the company property rights and the domination have had the separation. Between the company shareholders and the insider appears the conflicts of interest, the company operators or the holding shareholder possibly use its grasping the authority to cause the company the property rights and interests to turn towards are advantageous to own direction shift. This kind latent in order to shift the self-transaction behavior by the insider which is the company property carried on to arouse the various countries' universal interest. The trustee self-transaction took the connection transaction one kind, is the trustee and the company has direct or the indirect conflicts of interest transaction, took in the market economy life one kind of transaction type, trustee self-transaction itself is neutral, and does not have division of the absolute advantages.This article take the trustee self-transaction legal rules and regulations as the object of study, lies in the law of corporation stratification plane with emphasis the discussion. This article altogether divides into five parts, the first part of brief introduction case, draws out this article the object of study. Second part of analysis case existence focal point question, namely this case whether belongs to the trustee self-transaction document as well as the defendant should undertake what kind of legal liability, this part of summary inspected countries and so on the England and US regarding the above question legal rule. The third part has analyzed our country law standard specifically to the trustee self-transaction stipulation, our country mainly in "Law of corporation", "Securities law" and legal standards and so on in tax law has made the correlation stipulation to the trustee self-transaction, but was still imperfect, to the trustee self-transaction applicable scope stipulated was not clear about, not to the trustee and the company transaction related item disclosure question stipulated, the authorized procedure stipulation was not clear about and so on. The fourth part obtains this article the research conclusion, the trustee self-transaction is refers to the company to sign or prepares to sign, the trustee has direct or the indirect benefit contract in among, if simultaneously the company the trustee either has the transaction or the agreement with this trustee which the connection person does regards as with the trustee has the stake transaction or the agreement. This part has analyzed the trustee self-transaction constitution condition, when trustee self-transaction harms company benefit, the trustee must undertake returns responsibilities and so on property, compensation loss.The fifth part is for the purpose of to our country putting forward the revision proposal about the trustee self-transaction legal rule. First, the trustee self-transaction disclosure procedure should be fair, disclosed the content must be accurate, must disclose suitably regarding the transaction nature. Next, should not cause the general meeting of shareholders to become authorizes the trustee self-transaction to be only authorized the institution, moreover must abolish the permission articles of incorporation to carry on the concise quality to be authorized the self-transaction potency the legal provision. Once more, when board of directors vote, the formidable sponsor must remove the stake trustee as well as for its actual control other trustees. Finally, must consummate the shareholder to represent the lawsuit system.