On The Legal Regulation Of Non-Fairly-Related Transactions Of Listed Companies In China

The phenomenon of related-party transactions among enterprises is widespread,and transactions between companies and related parties can help companies to reduce transaction costs and transaction risks,to optimize resource allocation,and to enhance the competitiveness of enterprises.However,the inborn non-fair tendency of connected transactions makes it not only a favorable one.After seeing the various damages and drawbacks caused by non-fair related party transactions,people began to re-examine the economic terms:related party transactions.And they have conducted a lot of researches about it.The normal operation of the social economy can not be separated from the effective implementation of the legal system,and for the legal regulation of connected transactions,it is the same.At present,whatever the national-level legislation or the formulation of inter-industry norms,or the writing of papers by relevant scholars,the research on the issue of connected transactions is in full swing.In terms of legislation,the continuous improvement of the "Company Law" and "Securities Law" lays the foundation for the study of related party transactions.For the industry norm,the related normative documents of Shanghai and Shenzhen have also defined the related transactions.After borrowing a large number of experience from previous researches,I decided "non-fair related party transactions" as the corn of the paper.This is to grasp the main contradiction in related party transactions,focus on the root of related transactions,and to conduct research on non-fair related party transactions.Finally,legal measures are used to provide solutions to the problem.At the same time,the "listed companies”are considered as research objects,because compared with non-listed companies,listed companies have the characteristics of dispersed ownership,convenient stock transfer,and huge influence.The performance of listed companies tends to affect the trend of China's stock market,even the well-operating of Chinese economy.Specifically,this article is divided into the following four parts:The first part is a summary of the non-fair related party transactions of listed companies and their causes.This part clarifies the research objects,analyzes the causes of non-fair related party transactions,and thoroughly studies and analyzes related concepts such as related party transactions and related parties.Since the insufficiency of China's current research on the issue of related party transactions,there are some inevitable mistakes in not only related legislation or thesis writing,but also the definition of related party transactions and related concepts,which leads to puzzle of research direction caused by the unclear concept definition.Some articles are even more manifest.Therefore,the paper lays the foundation for the following research through clarifying and unifying the definition of concepts.The second part is the interpretation of the status of the legislation of non-fair related party transactions of listed companies in China.It reveals the problems existed in related systems.By analyzing the status of legislation,it is clear that China's current research on listed company's non-fair related party transactions has low level of legislation,inadequate system and other issues,and specifically analyzes the information disclosure of related party transactions in various legislation is not timely,the shareholders derived litigation system The implementation of difficulties and other defects,through the disclosure of the issue,to specify the direction for improving the relevant legal system.The third part is the investigation and reference of the extraterritorial law of non-fair related party transactions of listed companies.Through the study of countries with common law system and civil law system,and Taiwan's relevant legislation,we recognize that there are deficiencies in China's current legal system such as information disclosure system,corporate personality denial system,or shareholder derivative litigation system.By drawing lessons from the specific systems of the "Company Law" in the United Kingdom and the United States and studying the legislative models in Germany and Taiwan,it is clear that while drawing on laws,we should respect science and conform to national conditions,and we must not blindly transplant and copy.The fourth part puts forward a series of suggestions for improving the legal regulation of non-fair trading of listed companies in China.By analyzing and summarizing the non-fair related party transactions of listed companies in the previous section,this section finally returns the issues to the legal countermeasures and legal improvement.It has clarified that the legal perfection of non-fair related party transactions of listed companies should establish an efficient legal norm system.At the same time,the improvement of specific systems should focus on perfecting the information disclosure system,introducing the incentive mechanism of the derivative shareholder litigation system,and solving the issue of burden of proof in the corporate personality disregard system,improving of the appointment pricing system and the strengthening of criminal liability for non-fair related party transactions.