Law Rule Of Chinese Listed Company Is Affiliated Transaction

In China, the related party transactions in the business activities of listed companies. Related party transaction, the transfer of resources or obligations between related parties, regardless of whether a price is charged. It is like a "double-edged sword", on the one hand, can reduce the transaction costs of enterprises, promote the realization of the scale of operation and overall strategic objectives of the enterprise group; the other hand, there are also contrary to the fair market competition principles in the transfer between related parties capital or profits to the detriment of the many negative effects of the company and shareholders, the interests of the creditors. For related party transactions should be reduced or prohibit, or should not be reduced or prohibited? How to protect the interests of creditors and minority shareholders in related party transactions? This should have the right attitude: specification of related party transactions should be actively rather than passively prohibited establish a reasonable balance between its positive role and negative role mechanism to protect investors’ legitimate rights and interests, to maintain prosperity and stability in the stock market. In this paper, the regulation of related party transactions, to prevent improper related party transactions for clues in order to protect minority shareholders and creditors interests of listed companies as a starting point, with reference to the existing legal system of the securities markets in developed countries, the focus from the perspective of the "Securities Act" and "Company Law" related party transactions, the legal regulation of specific systems to analyze and discuss.Based on the above ideas, divided into four parts were discussed.The basic theory of the first part of the related party transactions for listed companies. First a clear legal definition of related party transactions of this paper refers to listed companies related person a transfer of resources between the trading behavior of obligations, and the system described the legal characteristics of the related party transactions:the transactions of the specificity of the dominant position of both sides, related party transactions The diversity of the object, the internal conflict of interest and hidden the new trend in the related party transactions. The legal definition of associated person is the key to defining the related party transactions. Then by comparison to the national legislation of, associated with the identification of standards and scope of in-depth analysis. By comparison, our associates, identified in the following ways to add:(1) to broaden the connotation and extension of the associated person; the scope of the unified association as defined in (2);(3) to make the provisions of the time. Finally, the analysis of related party transactions pros and cons of two sides come to the necessity of legal regulation of related party transactions. Related party transactions, we should standardize heavy on the prohibition.The second part is to study and explore the different legal systems of foreign jurisdictions for the legal regulation of related party transactions of listed companies in order to find aspects of our reference. First, the rules of English law on the regulation of related party transactions of listed companies and the British divided into procedural and substantive rules, thus two aspects of the regulation of related party transactions, but also has its own limitations. Followed by the USA and France, the USA and France restrictions on related party transactions has gone through several important stages, protection to restrict divided into procedural rules distinguish between trading partners and self-dealing rules of regulation. Once again, the French and France, which includes the directors of self-dealing program and its effectiveness and substantive consolidation case subsidiary creditor protection. Germany and France and Taiwan of the legal regulation of related party transactions of its geographical features.The third part is the legal status of related party transactions of listed companies in China. First empirical investigation of the status quo of the related party transactions of listed companies in China, in-depth analysis of the new trends of the related party transactions of listed companies in China:the transaction form of renovation, and related party transactions has become more subtle, non-related trend of related party transactions. Then, by examining the law, administrative regulations, departmental rules and regulations, related party transactions on China’s legislative status quo analysis:"Company Law" is only a matter of principle shall the Securities Act of related party transactions specification left blank; China on related party transactions, specification developed by the China Securities Regulatory Commission specification file, but there are many unreasonable. Too low, such as legislation grade norms inconsistent provisions of lagging behind. At the end of this part, this paper proposes to modify and improve the legal norms related party transactions, legislative proposals to avoid or reduce the occurrence of inappropriate related party transactions. The fourth part is to improve the legal regulation of related party transactions of listed companies in China. This section is the focus of this article. The norms of our related party transactions are fragmented and have not formed a unified system of regulation of related party transactions. Reference to the securities markets in developed countries have legislative experience,this paper attempts to regulate related party transactions through the establishment of a series of specific system, including the establishment of related party transactions listed censorship, clear related party transactions award procedures, and improve the associated transaction information disclosure system, strengthening the association of improper transactions Penalties and compensation. It is noteworthy that these specific system is a unified whole, the lack of any one aspect would weaken the overall regulatory role of related party transactions.