Study On The Rules Of Related Transactions Of Controlling Shareholders

Related party transactions in listed companies is widespread, as a neutral Shoji behavior has two sides. On the one hand, the fair for related party transactions of listed companies with lower management costs and improve transaction efficiency and competitiveness of an active role. And on the other hand, non-fair related party transactions of listed companies for significant harm, not only harm the interests of minority shareholders, it will hit the confidence of public investors, damage the company’s reputation in the capital markets.On the current situation of China, the deal with controlling shareholders to focus on regulation of related party transactions. China’s listed companies and more from the transition from state-owned enterprises. Due to the dominance of state-owned shares are no facts in dispute. Even in China’s securities market has entered the full flow of today, most of the controlling shareholders of listed companies are still state-owned shares. They are likely to take advantage of its dominant position related party transactions and harm the interests of the minority shareholders of the listed company. In closed companies, despite the impact to the directors, senior management, represented by the company’s management on corporate governance can not be ignored, but the controlling shareholders to influence corporate governance is still the most important force. Therefore, the legal regulation to control the related article shareholder transactions for the study, summarized the current system of regulation, elaborated outside the relatively advanced legislative experience. From the information disclosure system, the right to vote evade judicial relief system, the controlling shareholder of the duty of good faith and to the interests of small shareholders injured four make recommendations to the relevant laws and regulations of related party transactions.The full text is divided into five parts altogether.The first part describes the theory of related party transactions. Related party transactions that are related party transactions between related parties of the first part has been defined as a logical starting point, and then introduced the classification of related party transactions and related party transactions.The second part is related to the control of the importance of shareholder transaction analysis regulation. According to the identity associated with different directors related transactions can be divided into self-dealing and controlling shareholder self-dealing. Due to the ownership structure of highly concentrated ownership,The third part is the status of our current law controlling shareholders of listed companies related transactions regulation, from the information disclosure system of related transactions, the right to vote avoidance system, the controlling shareholder of the duty of good faith and the company shareholders and creditors have been infringed judicial remedies four aspects are discussed.The fourth part is about the comparative study on related party transactions outside legal regulation, mainly through fiduciary duty outside the United Kingdom, the United States, Germany, Japan, information on related party transactions disclosure system, the controlling shareholder and Remedies for the interests of the shareholders of the infringement comparative studies provide relevant experience for the improvement of related systems.The fifth part is related recommendations for improvement of transaction-related legal regulation.