Regulations Of Company Law Of Unfair Affiliated Transactions In Listed Companies

Market economy is the economy ruled by law, the perfect socialist legal system is of great significance for building socialist market economy successfully. As an important component of China's socialist market economic system, capital market's prosperity and stability are on the basis of the normal operation of listed companies. However, affiliated transactions have posed a severe challenge against it in China.Affiliated transactions can be classified into fair and unfair affiliated transactions by nature. While fair affiliated transactions can optimize resource allocation, reduce market transactions costs, enhance competitiveness of listed companies and achieve the maximization of corporate profits, etc., so they are protected by law; unfair affiliated transactions are usually used as important means of infringing on the legitimate rights and interests of listed companies, minority shareholders and creditors and seriously disrupting the market economic order by controlling shareholders, directors and senior management, therefore they are should be regulated by law.Recently, due to defects in the corporate system, the corporate governance structure distorted seriously, the gaps and weakness of the relevant legal norms, incomplete corporate restructuring, the imperfect information disclosure system and so on, unfair affiliated transactions in listed companies have emerged in endlessly in China, which has attracted wide attentions. However, China is weak in whether the construction of the legal system or the study of legal theory. Although there has taken shape legal regulations system of unfair affiliated transactions in Company Law, but further supplements and improvements still be needed. Therefore, China should take measures to improve Company Law on the premise of learning from the advanced legislation experience of other countries with China's actual conditions, such as strengthening fiduciary duty of the controlling shareholders, constructing the challenge system of affiliated shareholders'voting power, improving the independent directors system, giving full play to the oversight functions of the board of supervisors, introducing Deep Rock Doctrine, refining the system of shareholders derivative litigation and so on, thus effectively regulate unfair affiliated transactions in listed companies.