| Related party transactions are prevalent in the market economy. While relatedtransactions can effectively reduce the operating costs of the listed companies to improve theireconomic efficiency; improper related party transactions but will disrupt the normal order ofmarket economy, to seriously dampen investors’ confidence in investing in, damage to theinterests of investors and creditors, especially damage to the interests of small shareholders,hindering the healthy and stable development of China’s capital market. Improper relatedparty transactions of listed companies in the process of the development of China’s capitalmarket, there are a lot, how to regulate the behavior of improper related party transactions toavoid controlling shareholder of listed companies from abusing its equity dominance, withimproper related party transactions to the detriment of small investors, maintenance capitalmarket transactions the fair and orderly become a topic of concern and research.A lot of the relevant provisions of China on the protection of interests of minorityshareholders of improper related party transactions, we will find a lot of presence of theeffectiveness of low to provide a one-sided, and other issues, still we need to further improveand perfect. In this paper, the case analysis, and found a series of problems of improperrelated party transactions harm the interests of minority shareholders of listed companies inChina through case, and then propose solutions targeted countermeasures. Improper relatedparty transactions in the past focused on the level of protection of listed companies, improperrelated party transactions Case Chunlan shares based on analysis, analyzed the protection ofthe rights of improper related party transactions of minority shareholders. By analyzing thereasons for the problems Chunlan shares related party transactions occurred further explorehow to effectively protect the interests of small shareholders.This paper is divided into five parts. The first part of the elaboration of related legalissues, including the types of related party transactions, the identification of related partiesand related party transactions, type, as well as the impact of improper related partytransactions. The second part introduces Chunlan shares related party transactions. The thirdpart is based Chunlan shares, for example analysis of listed companies often improper relatedparty transactions, as well as damage to the small shareholders. The fourth part of the analysisof a variety of reasons, Chunlan shares related transactions between the parent company and other related parties from the listed companies there is a serious dependency, internalcorporate governance structure of listed companies can not function effectively, related partytransactions is not easy of minority shareholders found that the relevant laws and regulationsshould be further improved, and many other detailed analysis. The fifth part is based on theactual situation of our country to put forward effective measures to regulate related partytransactions. First analysis in this part of our existing regulations, as well as a series ofproblems, and then targeted measures to solve the problem, roughly divided into preventionbeforehand and afterwards relief. Prevention beforehand mainly from the following aspects:optimization of company ownership structure, promote the overall market, regulate the pricesof related party transactions, and improve the shareholders’ meeting, board of directors, boardof supervisors and the independent director system, protection of minority shareholders theright to know, improve shareholder appraisal right system establish the fiduciary duty of thecontrolling shareholder, and improve the related shareholders’ voting rights to exclude systemas well as specification of information disclosure. Afterwards relief mainly from perfectshareholders on behalf of the litigation system, improve the related party transactions revokedor invalid v. commencement of criminal regulation perfect. |
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