Affiliated Enterprise Asset Transfer Behavior’s Governing Of Company Law

As a new form of enterprise, affiliated enterprise brought new opportunities for thedevelopment of China’s market economy, and caused the enormous challenge to the companylaw of our country, mainly as follows: the weak regulations related enterprises improper assettransferring behavior. On one hand, mutual controlling in the company breaks the situation oftraditional company theory which is called "separation of the three powers". The controllingcompany can govern the Hypotaxis company, comprehensively controlling shareholders,making transferring misconduct asset resolution by directors, and curbing the supervisory roleof the board of supervisors to play in corporate governance through the selection ofsupervisors staff. On the other hand, our existing company laws and regulations still existmany problems, which is in adjustment of affiliated enterprise asset transferring behaviorscontaining: resolutions is unfair, the content of the resolution is not open, the impropertransferring of assets for the content of the defective resolution exists, lack of relief systemand responsibility system etc..Under this background, this paper attempts to start from the affiliated enterprise assettransferring regulation of the blemish of the company law, the legislative experience from thewestern developed countries and Taiwan area, looking for suggestions of transferring of assetsin the company law of affiliated enterprises in China.This paper, except the introduction and epilogue, is divided into four parts.The first part is to state the conception of transferring related business assets and itsmanifestations. In this part, the writer define the concepts related with the subject--associated enterprise assets transferring, and summarize the practical manifestation of thisbehavior with divided into two categories: embezzlement, misappropriation of Hypotaxiscompany assets behavior and related party transactions.The second part is about the circumstance of related enterprise asset transferringbehavior and defects of regulation of corporation law. The combination of China’s companylaw and relevant laws and regulations, analyzing the legislative and practical aspects, findsout the deficiency of affiliated enterprise asset transfer behavior regulation.The third part is to inspect the regulations of overseas affiliated enterprise asset transferbehavior. The specific choice of America, Germany, Japan, Australia and China’s Taiwan region associated with comparative analysis of the legal system and exercise the"localization" thinking.The fourth part is about to find out the path choice of regulations of related enterprises inchina. This part firstly legislate mode in the directing one, then in the micro level, the specificobligations and responsibilities of controlling company should be completed, and improvethe information disclosure system and the voting system of specific measures, for the conductof related enterprises transferring assets to be reasonably regulated.