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A Study On Legal Regulations Concerning The Disclosure Of Connected Transactions By Listed Company

Posted on:2016-11-06Degree:MasterType:Thesis
Country:ChinaCandidate:R DengFull Text:PDF
GTID:2296330461468491Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
In the securities market, investors make their decisions based on correct and timely information relevant to stocks, so we call the securities market a place of information exchange. Connected transaction is a general and inevitable economic activity in security market. Because connected transaction have two sides: on one hand, it is conducive to reduce transactions costs and risk, create an enterprise group effect; on the other hand, unfair connected transaction will do harm to the listed company itself, investors, minority shareholders, creditors and our country. So it is necessary to adjust and regulate it from legal perspective. The disclosure of connected transaction by listed company is an effective way to regulate connected transaction. In order to prevent unfair connected transaction, it is required to disclose the information of connected transaction on an accurate, timely and adequate base.Except prologue, this paper has four chapters.Chapter 1 is an analysis of the advantages and disadvantages of connected transaction, and point out the connected transaction of listed companies will inevitably continue existing in the future economic development. It is impossible to prevent the whole connected transaction, so we must regulate it. The disclosure of connected transaction by listed companies is an effective way to prevent the unfair connected transaction, so we must regulate the disclosure of connected transaction in legal perspective. Chapter 1 is the meaning of writing this essay;Chapter 2 discusses the structure of the disclosure system of connected transaction, including principles, subject, procedures and reports of connected transaction disclosure. The disclosure of connected transaction by listed company is required to disclose information in accordance to the principle and procedures properly and at last disclose in the report of connected transaction disclosure. Chapter 2 is the general requirement for disclosure of connected transactions by listed companies;Chapter 3 is an analysis of the current situation on connected transaction disclosure and legal problems. First part discusses the problems of the disclosure of connected transaction in practice are: the deviation understanding of related party, deliberate concealing the connected transaction, disclosure not on time and so on. The reason of the problem is the bug of legislation. Second part discusses the bug of legislation are: the chaos about related party definition, poor classification of disclosure of connected transaction, the responsibility of disclosure illegal. Chapter 3 discusses the existing problems in the legislation and practice of the disclosure of connected transaction in China, brought up the questions which lead to the next part;Chapter 4 is the focus of this paper, mainly to improve the system of the disclosure of connected transaction in China. On the one hand is to define the related party, to improve the independent director system, the avoidance system of voting, legal liability system and so on; on the other hand is to enhance the support system of disclosure of connected transaction, including enhance the supervise of CSRC and stock exchange market, and complete secretary of the board of director system. In which, the regulation of the price of connected transaction and secretary of the board of director is the creative point of this paper. I hope this paper could offer some advices to help with the regulation of the disclosure of connected transaction in the securities market.
Keywords/Search Tags:connected transaction, information disclosure, price, supervise, liability
PDF Full Text Request
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