Research On The Protection Of Minority Interests In Un-Fair Related Transactions

With the development of China’s socialist market economy, the sizeenterprises continue to expand. The enterprises and the public interest have broadrelevance. Since Chinese legal system is not perfect，the enterprise usually has alot of related transactions，of which there are a lot of un-fair related transactionsthat damage the interests of minority shareholders. The un-fair relatedtransactions damage the legitimate rights and interests of minority shareholders,but also damage to the healthy development of China’s market economy, so theun-fair related transactions must be regulated. China’s current legal system has toprovide multiple measures to regulate un-fair related transactions and scholarsalso proposed a variety of perspectives on how to regulate un-fair relatedtransactions. Based on a comprehensive view of the existing legal system andscholars, my view is that legal regulation of un-fair related transactions must beto protect the interests of minority shareholders as its core values. On the basis ofthis concept to improve the value of the relevant legal system, only by this waythe interests of minority shareholders can be protected.In the first part of this thesis present the idea of the regulations of un-fairrelated transactions must related to the protection of minority shareholders’interests, discusses the concept of protection of minority interests and its values.Meanwhile discusses the infringement of related party transactions to minorityshareholders interests. Since information asymmetry and other reasons, theinterests of minority shareholders susceptible to damage in the conditions ofun-fair related transactions. By necessity and prone to minority shareholdersinterests derived core values of the legal regulations related to un-fair relatedtransactions is the protection of minority shareholders’ interests.In the second part of this thesis through the perspective of comparative lawlegislation of the extraterritorial effects of the major countries on this issue, selectthe common law in the United States as the focus of investigation. SelectGermany as the investigation focuses on civil law. Analysis of mature legalregulation for un-fair related party transactions in the protection of minorityinterests. The third part of this thesis summarizes the provisions of the law on un-fairrelated transactions. This can build a solid foundation for un-fair relatedtransactions in the protection of minority shareholders’ interests.The fourth part of this thesis proposes concrete measures to solve theproblem. I think we can improve this system by two ways.t First, improve thecorporate governance structure in order to prevent unfair related transactionsproduce. Second, we can strengthen the fair administration of justice for minorityshareholders.