The Legal Regulation Of Non-fair Related Transactions

Non-fair related transactions refers to the related parties in relation the transaction process, the market trading against unfair credit principle, with their own enjoy the influence and control, caused by him or with the other side has interested party in the interests of normal economic order damage, social disorder, social the overall economic benefit of the bad consequences, such as derogation of inappropriate behavior. Non-fair related transactions occurred frequently to China's economic development, and, on the other hand, brings the serious consequences caused by the company actively pursuing their own interests, underpowered, violated disguised medium and small shareholders and creditors' interests, on the other hand disturb the normal order of market economy, increased market supervision of difficulty. By strengthening the connection transaction to the fair the legal regulation, we can not only improve the corresponding laws and regulations, to a certain extent, remedy the defects of law lagging, and be able to bring maximum fair company related transactions not removed, guarantee the ill effects of the smooth and orderly development of the market. On the fair company affiliate transaction legal regulation, this paper mainly from perfect major trading of shareholders for approval system and a majority shareholder vote exclude system, and improve the information disclosure system, perfecting the civil responsibility system of three aspects. This paper is divided into four parts:The first part is "not fair company connection transaction outline". Comb international accounting standards, foreign legislation and our country to the rules of fair company related transactions the definition of "related-party". On the basis of defining affiliate transaction, it is concluded that the fair company affiliate transaction definition. By defining abstracts the fair company affiliate transaction characteristics, and points out that the fair company affiliate transaction types. The second part is " the reason and harm of Non-fair related transactions ". Corporate governance structure from the realistic interests are not perfect, and temptation and related regulations stimulate the imperfection of the three aspects, the fair company affiliate transaction, and the causes of respectively from the company itself, medium and small shareholders and creditors had three different interest subjects not fair company analyzes related transaction the harm caused.The third part is "not fair company affiliate transaction legal regulation". The fair company affiliate transaction prior regulation law and the company's articles of association from limited and the internal management structure approval two aspects; Matter to regulate information disclosure system regulation, including the fair company mainly related transaction information disclosure system with director general provisions related transaction information not fair company; a special provision disclosure Afterwards the fair sex censorship standards regulations for trading unfair, transaction process purpose not fair, transaction price is not fair and transaction results unfair.The fourth part is "related party transactions of non-fair companies improve the legal regulation ". With relevant provisions of the company law and securities law as the key point, the present paper to the fair company affiliate transaction, and points out that the regulation of current in voting and approval system, cumulative voting system, information disclosure system and responsibility system, and the deficiency of the aiming at these problems, puts forward some corresponding perfecting measures.