The Research On Legal Issues Of The Related Party Transaction Of Non-listed Public Corporations

Since the 1990 s,the legal issues of the related party transactions within the listed corporations have become the focus of many scholars.However,people lost much sight of the related party transactions within non-listed public corporations so far.Actually,since the non-listed public corporations are growing rapidly in recent years,and often accompanied by immense related party transactions,the illegal related party transactions within the non-listed public corporations need serious attentions to address on behalf of the public investors and those corporations themselves.Presently,because of the over-the-counter transactions and less influences to the public interest,the Securities and Futures Commission treats the related party transactions with easy eyes.Furthermore,the investors are considered to have enough capabilities of risk identifying and affording,as the non-listed corporations can only take private placement,which is no doubt regarded as a high barriers.Although,a much more loose regulatory environment is acceptable for the development of small and medium size companies,it is unavailable to apply a simple way of copying the regulatory mode for listed enterprises.Those characteristics among non-listed corporations,such as small scale,high concentration ratio of equity,both public and private properties and frequently-occurrence of related party transactions should be paid enough attention to.According to these studies,the thesis suggests a targeted law and regulation environment suited for the related party transactions within non-listed public corporations.In addition to the introduction,there are four chapters:In chapter one,the thesis mainly discusses the definition and characteristics of the non-listed public corporations and their related party transactions.Non-listed public corporations,which obviously behave with public nature,yet have a certain private nature and relatively high risk because of existing laws and regulations.Moreover,although various definitions of the related party transactions within the non-listed public corporations exist in Chinese laws and regulations,those illegal transactions present common characteristics both in non-listed public corporations and listed corporations.Consequently,the thesis identifies the characteristics as self-dealing and unfairness.In chapter two,through the study of practice cases,we analyzed the status quo of the related party transactions of unlisted public companies in China and summarized the particularity of those transactions of unlisted public companies,that is,low complexity,less motivated,and more relaxed regulatory environment.In chapter three,we summarized the relevant laws of related party transactions of unlisted public companies in China,and divided those relevant laws into three categories: the corporate governance rules,the information disclosure rules,and the intermediary verification rules.There are several shortage about the laws and regulations of the related party transactions within the non-listed public corporations: the scope of the related party between listed corporations and non-listed public corporations is different;the standard of corporate autonomy presents polarization between different non-listed corporations;the rules of information disclosure are lack of targeted;the rules of subsequent identification and relief are abandoned.In chapter four,the author puts forward some suggestions on how to improve the legal system of non-listed public companies by referring to the excellent legal system of American non-listed public companies,and combining with the actual situation and characteristics of the status quo of the related party transactions of unlisted public companies in China.The proposals includes the following aspects: firstly,the standard of the scope of the related party transactions within the non-listed public companies and listed companies must be unified;secondly,we can encourage the non-listed public companies to set up independent directors by adding law terms;thirdly,we can improve the rules of information disclosure of non-listed public companies by forming the information which need be disclosed and using the rules of obligations adopted like the United States.Finally,through the reference to the rules about the identification of the illegal related party transactions of United States,we will improve the rules of the subsequent identification of the illegal related party transactions in China.