On The Identification And Regulation Of Affiliated Companies And Related Transactions

The connection enterprise massively appearing has become a common thing inthe economic life of various countries. In our country, the enterprise group which isthe most typical manifestation has become one universal economic phenomenonalong with the reform and the deepening open policy. The connection enterprise is theconnection of the independent enterprises which want to achieve a specific goalthough the specific method. It is an inevitable result of the big socialized productionand the market economy development, and also is the important form of the enterpriseexterior expansion. It enables the enterprise expand rapidly to a large scale. Theconnection enterprise's formation always based on some certain economical goals,like monopolizing the market, strengthening the competitive ability, the dispersermanagement risk or avoiding taxes and so on. In today's market economy, there are alot of connection transactions in the connection enterprise, which is reasonable. Buton the other hand, some transactions which is not reasonable in the connectionenterprise has a bad effect and has violated the relative person's legitimate rights andinterests, affect the normal market order, creditor's benefit as well as the normal socialtransaction safety. Just like what the scholar pointed out: "Connection transactionitself certainly is not one kind of crime, the right infringement or inevitably violatesthe company benefit, it only is one kind of business condition (a state of affairs), orsaid is one kind of latent risk (a contingent risk)." Therefore, it is necessary andmeaningful to regulate the transactions behavior in the connection enterprises.According to the inspection and analysis of the related international legal system,and the research results of the domestic and foreign experts this article gives someideas in view of our country economic life reality. The article is in line with thethought of proposing the question, analyzing question and solving the question. Thefirst part discusses from the definition of the connection enterprise, and then comparesthe definition in several typical nations like Germany, Japanese, American andChinese Taiwan area and so on and analyzes the connect ion enterprise's scope and its recognizing rules. The second part analyzes the connection transaction behavior andits characteristics. The third part compares the legal rules and regulations in thetraditional company law and the new firm law. It points out the limitation of theregulation for connection of the transaction in the traditional company law. Also itpoints out the necessity and feasibility of our country fledgling firm law, and givessome opinions of the existing problems. Fourth part discusses the controlling rule ofconnection enterprise and connection transaction. It inspects the international relatedlegal system about the connection transaction rules and regulations and proposescertain rules and regulations which can be used internationally and the domestically.This kind of rule mainly contains the "opened the company veil principle", "thesafeguard state asset and center the young shareholder benefit frees from aggressionthe principle", "disclosed again and" presented evidence the responsibility inversion"to the existence and the essence to the form principle" and so on. Fifth part is aboutthe legislation principle of regulating the connection transaction which mainlycontains "fairly with the efficiency principle", "the reasonable establishment legalliability principle", "discloses again to the existence principle" and so on..