The Study Of The Improper Related-party Transaction Regulation

With the development of market economy, the company's internal governance structure and its evolving forms of external organization, contributed to the diversification of forms of corporate transactions. Related party transactions initially in order to save transaction costs and improve efficiency of the transaction for the purpose of improving the company's market competitiveness and operational efficiency. However, with the development of market economy, related party's transactions gradually evolved into a company associated with transactions of illegal financing, transfer of profits, avoiding tax liability and debts. The concept of related party's transactions expanded from only refer to legitimate transactions into legitimate transactions and improper trading. Improper related party's transactions abuse the values of the free market economy, and seriously undermine the fairness of the market economy, damage the interests of people's and countries interests. Therefore, we should expedite the legal regulation system of improper related party's transactions immediately, but because of the complexity of the improper related party's transactions, the regulation of improper related party transactions is a very difficult issue.In this paper, the center concept is the improper related party transactions. On the basis of analyzing the defects of our current regulation system and referring foreign system, Put forward the proposal of the regulation of the improper related party's transaction.The structure is divided into three parts: the first part Establish the core concepts of improper related party transactions; the second part put forward the proposal of perfecting the improper related party transactions regulatory system; the third part put forward the proposal of perfecting the judicial regulatory system of the improper related party transactions. The paper is divided into four chapters:The first chapter, on the basis of discussing the basic theory and with the logic relationship of the concept of related party transactions and improper related party transactions, clarifying the concept of improper related party transactions in the legal regulation system and its central position in the Elements, and discussed the legal characteristics of improper classification of related party transactions.The second chapter analyzed the violations of legal interest. Respectively, from the damage to national interests, creditors and investors interests, clarified the necessity of regulating improper related party transactions.The third chapter, from the perspective of the existing accounting law, corporation law, discussed the present stage of improper regulation of the related-party transaction for the specific legal system, and analyzed the existing defects of the improper related party transactions regulation system.The fourth chapter on the basis of referring of foreign system, respectively, from improper supervision system of related party transactions and the judicial system of the improper related party transactions, analyzed the monition of the system and the relationship between the two. On this basis, highlighting the proposals of protecting the Creditors'and shareholders'interests. Including the distribution of the proof burden; Denial System; shareholders of the rules of the principle of direct action, the plaintiff and the defendant improve eligibility issues, shareholder derivative action in the jurisdiction, the principle of the shareholder's litigation, the Jurisdiction of the shareholder's derivative litigation; the burden of the cost of litigation; the distribution of the litigation benefits; the introduction of the Deep-Rock Doctrine, the application scope of the Deep-Rock Doctrine and the convergence between Deep-Rock Doctrine and the Disregarding of the Corporate Personality.