Research Of Controlling Rights Of Related Transactions In Listed Companies

Related party transactions are generally considered as the tools and means of controlling shareholders'tunneling and expropriation.Controlling shareholder often take advantage of control right to obtain personal interest at the expense of minorities'interest. So how to protect the minorities'interests effectively is what we need to study.This article first takes a review about related studies on controlling shareholder's occupation of the interests of small investors by means of related transactions.Then after studying the relevant legal mechanisms, this paper derives two classification of probability voting model on related party transactions of shareholder's meeting in China by drawing Cubin and Leech (1983)'s probabilistic voting model,so as to carry out research on the relationship between controlling rights of related party transactions and shareholding structure and other factors and study the essence way of controlling shareholder manipulate related party transactions.In addition, the author analyzed factors that affect the voting of related party transactions through a case analysis.The main conclusions are as follows:The factors that affect the controlling shareholder's control of related party transactions are ownership structure, the shareholding ratio of persons acting in concert that are not related parties, the status that shareholders attending the meeting and the probability that whether shareholders vote and support the largest shareholder. Besides, the shareholdings of controlling shareholder can influence the controlling rights indirectly. Although the relevant laws and regulations prohibit related stockholder from voting when a related party transaction is decided on the shareholders'meeting, persons acting in concert that are not related parties can promote the controlling rights, and whether persons acting in concert are public shareholders affect the controlling shareholder's controlling rights of significant related party transactions.Category resolution mechanisms can restrain the controlling rights of controlling shareholders.According to the conclusion,we propose:First, to expand the scope of forbidding to vote from related party to persons acting in concert that are not related parties;Second, to establish more categories voting rule in the voting system of shareholders'meeting. Theses measures could enhance the protection of the interests of the minority shareholder.