| With the development of corporation and corporate structure, cognate trade happened. Cognate trade becomes wide-ranging and is allowed by law because it can accelerate corporate management, reduce trade costs and promote corporate competitions. But, as it exists conflict of interests and must lead to unfair in trade, cognate trade impairs other interest subject and is restricted strictly by law. Because of traditional system, there are cognate relation in complicated state-owned enterprises and cognate trade widely in listed company. The article, adopting the approach of comparative law, reviews and analyzes how to standardize unfair cognate trade in order to protect the interest of middle and small shareholder in listed company, and in it the major analyzes the cognate trade between the controlling shareholders and the listed company and the trade of the director's conflict of interests.The article consists of four parts besides a preface. Part I reviews the definitions and features of cognate trade in law. Part II analyzes the situation of cognate trade in Chinese listed company positively. Part in analyzes inquires into the systems to standardize cognate trade between the controlling shareholders and the listed company, including the approving system of general meeting of stockholders, the excluding system of stockholders' voting power, the decision system of general meeting of classified stockholders, the restricting system of stockholders' voting power, the system of independent director, the disclosure system of information, the action system of the approving of general meeting of stockholders, the system of shareholders' derivative suits and the claiming system of disagreemental stockholders' buybacking stock. Part IV analyzes comparatively the standardization of the trade of the directors' conflict of interests in law, and puts forward some proposals and suggestions of amending companies law based on the actual circumstance of PRC. |
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