Research On Legal Regulation Of Related Transactions Of Listed Companies In China

This thesis mainly investigates on the legal regulation issue of the connectedtransactions among China’s listing corporations. With the development of thesecurities market, the current laws and regulations related to listing corporations’connected transactions in China have gradually approached perfection, especially inclarifying the relationship between related parties, improving the related partytransaction procedures and the quality of information disclosure among related partytransactions. However, the current focus on the legal regulations of listingcorporations’ connected transaction lies in the pre-examination and informationdisclosure in advance, while for the relief mechanism afterwards and the legalresponsibility deficiencies still exist. Aiming at solving these problems, this paperattempts to put forward some reasonable suggestions on legal regulation of Chineselisting corporations’ connected transactions.This whole thesis is divided into three parts. The first part offers a comprehensivedefinition about related party transactions. Through a general comparative analysis,related party transactions and related parties have been introduced, and then on thebasis of the analysis of the advantages and disadvantages of related party transactions,the law should adopt an attitude of "non-fair constraints, conditional approval". Thesecond part is about the legislation interpretation and analysis of related transactionsof listing corporations in china. In view of the current status-quo, the present authorholds the view that the prior examination as well as approval procedures, and fulldisclosure of information are not enough, and the relief mechanism afterwards andlegal responsibility should be reinforced. While the third part manifests severalsuggestions according to the existing laws and regulations of Chinese listingcorporations’ connected transaction issues, including justifying the court judicialreview right for related party transactions, strengthening the operations of "Disregardof corporate personality" system, improving the system of shareholder derivativeaction, establishing the relations between the fair trading system of contractcancellation, improving the system of civil compensation of unfair related partytransactions, etc.