Study On The Controlled Company's Creditor Protection Mechanism Caused By Related Transaction

Related transaction is produced complying with the objective demand of large-scale social production. It has functions of promoting the operation scale, lowering costs, improving the market competitive capability, reducing the business risk and reducing transaction costs and to achieve the maximizing strategic goals of the company or group. But meanwhile, the controlling shareholder may use their advantages to infringe the corporate interests, and harm the creditors accordingly, thus the creditor's basic rights and interests are unable to be protected, which finally destroys China's investing and financing environment and the normal market economy order. The basic reasons which lead to this result are capital credit idea ingrained in our corporation theory and the related legislation practice and the capital credit system and the rule which established under this idea. Therefore, it is extremely necessary to lay strict standard on the related transaction for the sack of the creditor's basic rights and interests during the period of China's economic transmission. Although our legislation has pay great importance to the protection of credit, the unreasonable design of the protection mechanism leads to an actually invalid practice concerning the anticipated effect. In spite of the huge legal cost and sacrifice of the shareholders'and enterprises'benefit, the goal to protect the creditor remains invalidly. The abuse of limited liability damages the interest of the creditor of the controlled company. The justice which is the aim of the"legal person"is challenged. When a legal system is defective: we can't deny its positive value. Legal Person"is a grateful design in law,which develops the economic evidently. So our mission is making the system perfect,taking actions to prevent and giving remedy for the creditor of the controlled company,all which is for the corrective justice. It is the main problem urging to resolve in company law that how to protect the creditors'interest of controlled company and how to construct the balance system.