On Self-dealing Director Of Legal Regulation

Directors’ Self-dealing Transaction is a complex economic phenomena, on the one hand, self-dealing by directors has a positive impact on the interests of the company; you can cut down the intermediate stage of the transaction, reduce the costs, enhance economic performance and maximize profits; On the other hand, Directors’ Self-dealing Transaction also has a negative impact on the interests of the company. The directors acting as the role of managers of the company, must be loyal to the company and can’t do harm to the interests of the company. While in Directors’ Self-dealing Transaction, the party dealing with the company are the director(s) of the company or any other interested parties of the director(s) of the company, which will be easily do harm to the interests of the company for sake of their own personal interests, leading to conflicts of interest between the directors and the company they work in. Based on the legal status of the directors in the company, the directors must be loyal to the company. Directors’ Self-dealing Transaction is a double-edged sword and it could not fully pay an active role to improve the company’s development and reduce the harm to the company through the market mechanism, therefore many countries of two law systems make laws and regulations to govern Directors’ Self-dealing Transaction. The Companies Act of China,1993stipulates the content of Directors’ Self-dealing Transaction and makes some improvement in specific ways in the revised Companies Act of China,2005. However, it is not enough. The framework established by the Companies Act of China regarding Directors’ Self-dealing Transaction still appears to be very weak, and there are still many deficiencies to setting of specific rules. Based on that, this thesis will study legal regulation of Directors’ Self-dealing Transaction from the following chapters, in order to come out some ideas about how to improve regulation system of Directors’ Self-dealing Transaction in China.This thesis includes the following several parts:Chapter One:Introduction to Directors’ Self-dealing Transaction regulation. Section One will examine how to define Self-dealing Transaction from legal theory, including the types, the formation of the conditions, the scope of Self-dealing Transaction, and etc.; Section Two will examine the theoretical basis of the legal regulation of Directors’ Self-dealing Transaction. Based on the legal status of the directors in the company, the directors must be loyal to the company. Directors’ self-dealing Transaction is a double-edged sword and it couldn’t fully and actively improve the company’s development and reduce the harm to the company through the market mechanism, so it is necessary to govern it by means of legal regulation.Chapter Two:The status and problems of legal regulation of Directors’ self-dealing Transaction in China. Section One will describe the current status of designing concrete regulation from our legal system against Directors’ self-dealing Transaction. Section Two will analyze the deficiencies we discover from the current status of our legal system against Directors’self-dealing Transaction.Chapter Three:The study of Comparative Legal Regulation of Directors’ Self-dealing Transaction. Section One will examine common law legislation of the director of Directors’ Self-dealing Transaction, and especially basing on the Exemplary Company Law editing by American Bar Association and Company Law,1985of UK, introduce the specific regulation in Common Law regarding Directors’ self-dealing Transaction, such as its scope of the definition, the procedure designing, substantial censorship, and etc.; Section Two will study the legislations regarding Directors’ self-dealing Transaction in the typical Civil Law countries and region, such as Japan, France and Taiwan Region; Finally, by comparing the legislations of two legal systems regarding Directors’ self-dealing Transaction, study how to sign the legal regulation of Directors’ Self-dealing Transaction in China.Chapter Four:Ideas about how to improve regulation system of Directors’ Self-dealing Transaction in China.