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Legal Issues On Related-party Transactions Of Listed Company

Posted on:2011-09-28Degree:MasterType:Thesis
Country:ChinaCandidate:J ZhuFull Text:PDF
GTID:2196330338491828Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
With the increasing development of China's market,business from a single product management to capital management transformation, Group, Parent companies as such the form of which is widespread,Behavior of market players are becoming increasingly complex, there is a large number of related transactions, especially related transactions of listed companies. More and more people recognize that non-standard behavior of related-party transactions not only directly damage the interests of the company, small shareholders and creditors, but also disrupt the honest and credit, fair competition, equivalent paid for the cornerstone of market order. How to define the transaction? How to define the behavior of the effect of related party transactions? How to protect the interests of small shareholders? Why the related-party transactions repeated prohibitions? These problems, although the legal requirement, but the lack of operability; theory and practice circles although mentioned, but are lack of specific discussion. In this paper, I, from a legal point of view, to analyze the relevant issues and make relevant recommendations.Full-text is divided into four parts:The first part set out the basic theory of related party transactions include: the concept of related party transactions, related party transactions and to define the scope, basis of regulation and modes of;The second part of the United States, Germany, Hong Kong and Singapore and other major countries and regions, Summarized in common, in particular: legal regulation related party transactions, regulatory classification of related party transactions, regulatory actions normalization, information disclosure and exemptions related party transactions combined with the development of the relevant laws of China provide a reference,in order to formulate relevant laws of China provide a reference;The third part include the legal system from the related party transactions, regulatory, information disclosure, protecting the interests of creditors, litigation on behalf of non-operational, the main definition of related party transactions such as the analysis of the status of related party transactions and problems。The fourth part, proposed to develop and improve our legal system related party transactions relevant recommendations. Include: development of related party transactions separate laws, improve relevant laws and regulations system,an effective regulatory system related party transactions, improve the information disclosure system,identify related party transactions under the provisions of protection of interests of the creditors; detailed related party transactions of the system, reasonable definition of related party transactions of the main scope; strengthen supporting institution building and so on.The innovation of this paper: a clear system of punitive damages, joint and several compensation system related transactions, related party transactions dissentient shareholder proposals related to the redemption system, the system and the burden of proof to establish reasonable standards of judicial review, establishing the principle of equitable subordination, the formation of separation of decision-making related party transactions and checks and balances, the establishment of effective regulation and transactions associated with enterprise liability system. Proposal for a single legal point of related party transactions.In this paper, comparative analysis, theory with practice, standard research methods of synthesis, analysis of major national and regional laws and regulations related party transactions, the development of relevant systems in our country for reference.
Keywords/Search Tags:Related-party Transactions, Legal Characteristics, Manifestations, Definition of standard, Regulatory approach, Legislation, Legal liability
PDF Full Text Request
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