Control The Protection Of Shareholders And Creditors In The Company's Related Party Transactions

As the development of the economy, the trend of corporate group is unavoidable. Comparing with the shareholders, the status of creditors is weaker, traditionally, the realization of the creditor rights is depend on the whole assets of the corporate, while, in affiliated transaction, the controlling shareholder may use their advantages to infringe the corporate interests, and harm the creditors accordingly. As a result, how to regulated the affiliated transaction by controlling shareholder and protect the rights of creditors has become an important subject in modern corporate law.This thesis has four parts. In Part II, it focus on the responsibilities of the shareholders, with first giving the definition of the basic terminologies in Part I, then it discusses on the jurisprudence and corporate basis on the creditor protection, pointing out that it is because of the interest balance and variation of the limited liability requires the controlling shareholders bare the responsibility, and the core content of which is fiduciary duty. After that, the thesis discusses the elements of the duty and whether to expand such duty to the manager of the corporate. In Part III, the thesis introduces 5 important systems to protect the rights of the creditors, which is, "Disregard of Corporate Personality", "Factual Director", "Manger's Responsibility in Crisis", "Deep Rock Doctrine" and "Enterprise Principles", and compare the different practice in different country. In Part IV, combining with the existing regulations in China, the thesis points out that it should establish and perfect the related system to protect the rights of the creditor under the duty of the controlling shareholder. With considering the development of a corporate, the thesis put forward that it should perfect the "Disregard of Corporate Personality" of our country, and tries to establish the responsibility of shareholder in bankruptcy.Finally, the thesis have realized that the key point of the question is the complex reality of the modern economy, which caused the information possession between the corporate and creditor is unbalanced, as a result, the corporate law in the future shall devote to resolve this problem in order to protect the creditors' rights in affiliated transaction..