| Related transactions, of course, is not illegal transactions. Related transactions of listed companies in favor of saving transaction costs and improve transaction efficiency, promote the expansion of business scale, thus helping companies achieve business interests to maximize and improve its overall competitiveness in the market. However, between the listed company and related parties associated with the existence of unfair trade, such as related parties listed company funds, the controlling shareholder of listed companies use to manipulate the behavior of corporate profits, etc. but it will seriously affect the company’s normal business activities, the interests of the company’s property may be was transferred unscrupulous, damage the interests of minority shareholders, investors on China’s securities market is also highly volatile.Identification of related party transactions on the behavior of the different areas have different standards and procedures. Through our experience and the provisions of relevant laws, regulations and rules on related party transactions identified countries around the world, this article can be considered related party transactions is defined as:all matters transfer of resources or obligations between the Company and its associated persons. In the face of China’s special conditions and unique listed model, related party transactions of listed companies and has a unique feature. In order to circumvent the law of the regulation, in the form of related party transactions of listed companies in the ever-changing, with shares of the company became a subsidiary of the main related parties. Listed companies related unfair trade practices are common.Face in the form of renovation, scale related listed companies unfair trade practices, China’s existing laws, regulations and rules related to unfair trade regulation laws, there are some flaws, specific performance:the lower the current level of legal norms, the lack of overall Regulation ideas; listed company information disclosure system there are some flaws; existence voting rights associated with the listed company trading system and accountability system deficiencies.Related party transactions of listed companies the legal system is not perfect regulation will likely lead to unfair related party transactions to escape regulatory law, affect the legal interests of minority shareholders and creditors, to China’s securities market has sounded the alarm, and even affect the safety of China’s market economy, stability and prosperity. Therefore, it is necessary to follow the principle of good faith, fair and efficient basic principles and procedural fairness, procedural requirements before engaging, internal governance of listed companies and the subsequent relief of these three aspects of the system of legal regulation of related party transactions of listed companies to perfect.Improve pre-procedural requirements, the main shareholder voting rights from avoidance system, both the information disclosure system of listed companies are discussed. Prior to listed companies unfair trade practices associated with them have not yet lined constraints, in order to achieve the purpose of reducing unfair related party transactions do not impede the normal behavior of related party transactions. To improve the internal governance structure, strengthen the fiduciary duty and the controlling shareholder of the independent director system is conducive to protecting the legitimate interests of minority shareholders and creditors. End of this article, is described afterwards remedies. Where there is right, there is the so-called relief, only well-constructed judicial remedies in order to more fully regulate unfair trade practices related. Let all bear the corresponding legal violations have consequences, and promote the healthy and rapid development of economy and society. |
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