Company Listed On The Company's Related Party Transactions And Regulatory System

To reinforce its competence, companies incorporate and ally themselves when competition of market getting more and more drastic, which stimulates the transaction among affiliated companies. Such as, NEC announces new management structure to strengthen market creation and business execution capabilities through NEC group collaboration. Affiliated transaction means a transaction in which resources or liabilities are transferred between affiliated entities, weather or not it involves any consideration. Affiliated transaction makes itself different from common transaction by its characteristic. The characteristic is that there is complicated relation among affiliated companies. when there is no affiliated relation , companies will reject unfair clauses because they have their own interests. When there is affiliated relation, one company can make a powerful influence or effect on another company. So, the transaction among affiliated companies may be not just. Such as, the controlling shareholder makes a great impact on subsidiary which has none of fiduciary duties of the controlling shareholder. On the one hand, affiliated transaction can press down the cost of transaction and promote the capability of existence ; on the other hand, affiliated transaction can bring unfair result. In a word, a coin has two sides, so is affiliated transaction.The article is divided into three parts.In the first part, the article summarizes the affiliated transaction of public companies. First, it distinguishes affiliated entities. The article introduces America, Canada and Britain's legislation and points out the difference of legislation. Second, the article analyzes the character of affiliated transaction of public companies. Affiliated transaction is complicated which is various. Affiliated transaction is a non—arm's length transaction because of its character. By the analysis, we can see the difference between affiliated transaction and common transaction. Third, the article classifies the affiliated transaction of public companies from different aspects. Finally, the articleanalyzes how does the affiliated transaction of public companies born and the change of the constraint on affiliated transaction. We find that the production of affiliated transaction has much contract with the contempoary institution of company. Also, we can find that the change of the constraint on affiliated transaction in china is reverse to other countries. The situation is decided by our special environment.In the second part, the article discusses that it is essential that affiliated transaction is constrained. Throung affiliated transaction which is a special market action has its legitimacy, its adverse effect should not be overlooked.In the third part, the article analyzes the actualities of legislation and introduces some advice which improves the company law. From the actualities of legislation, we can see that the law about affiliated transaction is spurse in this part , the article suggests that we should establish " Share holder's derivative litigation ", " Piercing the corporate veil "and " Deep-Rock Doctrine ", and so on.