Theory On Controlling Shareholders Of Listed Companies Related Transactions Of Company Law

Affiliated transaction comes out of the development of market economy, and it brings great benefit to transaction costs saving, operational efficiency improvement, which attracts many enterprises. Though affiliated transaction has advantages, we should not ignore that improper affiliated transaction has brought great lethality to market economy. Such improper affiliated transaction erodes the market purity which is esteemed by traditional economists as the uppermost, destroys basic conception of fairness, competition and credit, dampens confidence of major investors, and hinders the healthy development of securities markets. This will finally negatively affects the healthy improvement of market economy. In China, many listed companies are transformed from state-owned enterprises, as a result, equity is too concentrated, and with the controlling power, the controlling shareholders of listed companies deprive of the listed companies’independent will. Listed companies become the tools of the controlling shareholder to grab great huge amount money into their private pocket. When affirming fair affiliated transaction to put its advantages into full play, how to prevent improper affiliated transaction and regulated it has become an emergent and complicated problem of jurisprudence industry.This paper takes regulation of affiliated transaction, especially affiliated transaction carried out by controlling shareholders of listed companies as a clue, and focus on the study of "Company Law". After the research and analysis of China’s Company Law related with affiliated transaction, this paper turns to foreign states’legislative experience in regard with this area. Finally, this paper put proposals to China’s legislative system for affiliated transaction.This paper is divided into four parts. The first chapter starts from the definition of relevant concepts, such as a detailed analysis of the controlling shareholder, the definition of affiliated transaction, which is followed by empirical analysis of affiliated transactions to find out the current state of affiliated transaction in China and the cause behind it. The second chapter focus on study of "Company Law" in relation with duty of loyalty, information disclosure, judicial and other aspects and point out the inadequacies of "Company Law". The third chapter introduces major foreign countries’ legislative provisions on this problem with the hope that we may find something valuable to learn from. The forth part put forward some suggestion with the affiliated transaction by controlling shareholders of listed companies from the aspect of previous prevention and post relief.