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A New Discussion On Related Transactions

Posted on:2015-12-09Degree:MasterType:Thesis
Country:ChinaCandidate:C ZhangFull Text:PDF
Abstract/Summary:PDF Full Text Request
Related-party transactions is commercial act which is based on associations.Related-party transactions is a kind of commercial act in the first place. The legal relation ofRelated-party transactions contains two levels--commercial contract relationship andassociations. And it’s not induction of basic legal relation in static, but dynamic legal relationwhich contains the actual operation of control power. Association has two characteristics: first,it’s induction of basic legal relation. Second, it is dynamic legal relation which contains theactual operation of control power, or is the non-market application of the basic legal relation ata minimum. The basic features of related party transactions are: first, the related partytransactions is based on commercial transactions. Second, the relevance. This feature makesthe connection transaction behavior and general business behavior apart. Third, concealment.In appearance, related party transactions is the interests arrangements in a kind of non-market,it is based on company trading; In the economic essence, related party transactions is theinterests of the driven by control of the company trading game, is the tool of share controlshares to arrange interests. Corporate control is an important proposition in the study ofcorporate governance. In the enterprise, between affiliated enterprise, control problems arewidely existed. Not only between the group companies, but also in interpersonal relationshipbetween relatives, friends, teachers and students, there contains power which is strong enoughto affect the related transactions naturally. This formed the special related party transactions oftype of conflicts of interest, of which is mixed related party transactions necessarily based onspecial relationship. Power control, conflicts of interest and individual independence of thecontrolled companies consists of the three dimension of the extension problems the paper studyabout related-party transactions. Based on this dimension system, we can construct theextension of related-party transactions, it can be divided into fair one and unfair one, and theunfair one can be further divided into related transactions of interests and the one of conflict ofinterests. Institutionalization of related transactions includes three aspects, power controlmechanism, the system guarantee of main body independence of the affiliated party, the systemguarantee of the fairness of related transactions. In the trade, the internal control of eachcompany can exercise intensively and independently, enterprise independence is in goodcondition, control between enterprises (internal) runs rightfully (allows the use of minimum),transaction behavior is valid, and profit distribution is fair. These elements constitute the basicelements of justice of related-party transactions. If a related-party transactions has the aboverequirements, then the connection transaction obtains the legitimacy foundation, it’s "fair related transactions". On the contrary, if a connection transaction does not have all the aboverequirements, then the deal is "improper the relation trade". Based on this, the author discussesthe legislation purport of related transactions in Corporation law.
Keywords/Search Tags:Related party transactions, Control power, Conflict of interests, Association, The legitimacy of related party transactions
PDF Full Text Request
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