Shareholders' Equity As Related Party Transactions In The Primary And Secondary Protection Of Research

With the rapid development of economy, a lot of enterprises come forth, and linked transaction manifold increasingly. Though linked transaction brings dimension-economy benefit, some unfair linked transactions give individual the chance to peculate the company property and infringe the rights and interests of shareholders, especially that of minority shareholders. The dissertation defines unfair linked transaction firstly, demonstrates the reason and the idiographic tort forms that unfair linked transaction infringes the rights and interests of minority shareholders, and analyzes the present situation and deficiencies in protecting minority shareholders from unfair linked transaction in Company Law and Securities Law in our country, and brings up corresponding legislative suggestions in the end.The dissertation consists of four chapters besides a preface.In Chapter I, the definition, features and types of unfair linked transaction are reviewed, and related party is defined.In Chapter II, the reason and the idiographic tort forms are analyzed, which unfair linked transaction infringe the rights and interests of minority shareholders. Because of the abuse of capital-majority-decision principle and the existence of insider-control phenomenon, the rights and interests of minority shareholders are infracted in allprobability by unfair linked transaction, which is classified as six forms------linkedguarantee, unfair assets business between company and its related parties, etc.In Chapter III, the actualities which foreign laws regulate linked transaction and protect the rights and interests of minority shareholders is set forth, and the present situation and deficiency in our law in above aspect is discussed, and mostly, Company Law in our country is analyzed. New provisions involve the obligation of loyalty and sedulity of director and high manager, the right of limited-company partner to refer to account books, the system of independent director, the avoidance system of related shareholder's voting power, cumulative voting, the inefficacy procedure and the repeal procedure of stockholder meeting decision, and the system of derivative action, and so on. The deficiency involves imperfect voting by proxy, lack of special provisions restricting voting, etc.In Chapter IV, some legislative suggestions are put forward, which are aboutprotecting minority shareholders from unfair linked transaction better in our law, in beforehand prevention and afterwards relief. Beforehand prevention measures include intensifying the information disclosure system in linked transaction and loyalty duty and care duty of director, manager and controlling shareholder, fetching in the system of important deal authorized by stockholder meeting and the system of restricting voting, perfecting cumulative voting, voting by proxy, and the system of independent director, bestowing shareholders of share-limited corporation whole rights of referring to account books, and strengthening the supervision function of supervisory committee and external supervision mechanism, etc. Afterwards relief measures include perfecting the system of derivative suits and the claim of stock-acquisition of objection shareholder.