| In judicial review,requiring legal and effective related party transactions must meet two requirements: procedural requirements and substantive requirements.Among them,the procedural requirements require two,one is disclosed,the second is approved.The essentials require that the connected transaction is legal and fair.Abstracted rules in academia and judicial practice require that the information is transparent,the procedure is legal and the consideration is fair.It is generally accepted that the lawful and valid related party transactions should meet these three requirements at the same time.When examining the validity of a contract,the judicial review separates the internal procedures of the company from the external related party transactions of the company.This separation,so that our judiciary at the present stage,the judgments on the effectiveness of related party transactions are divided into two types,one is based on the provisions of the contract law as the basis,the second is the basis of Article 21 of the company law.However,both methods of examination are unsatisfactory.The fundamental reason lies in the contradiction between the principle of contract equality and the principle of commercial appearance,the absence of the rules of validity of related party transactions and the vague concept of legislation.In terms of the main body,this article focuses on the analysis of improper related party transactions by controlling shareholders.In fact,there exists the agency problem and the obligation of fiduciary obligation between controlling shareholders and non-controlling shareholders on the controlling shareholders’ identity.The most common way for controlling shareholders to exclude the interests of the company and other stakeholders is to use related party transactions as a channel to deliver benefits.In practice,it is in this way that the controlling shareholders in many cases undermine the company’s interests.Because of its three characteristics of unity,independence and union,the group of enterprises that dominates the enterprise should be regarded as the extension of the ability to dominate the enterprise,so it needs to be analyzed separately.This article separately analyzes the particularity of the judgment rules about the validity of the improper related party transactions by controlling the abuse of control power of shareholders and controlling the abuse of power by shareholders.It is found that in the legalact of controlling related party transactions,the internal behavior of the company can not be traded externally with the company Behaviors apart.The validity of the company’s internal behavior becomes the basis of the validity of the company’s external legal action and concludes that the effectiveness of the contract is invalid under normal circumstances.However,when the contract is found to be in conformity with the conditions for showing fairness,the validity of the contract shall be deemed as revocable.And the enterprise group in the internal related party transactions to make a special analysis of the contract,because the enterprise group has its own particularity,and can not be related to internal transactions related party transactions are considered invalid.In the end,through the analysis of the effectiveness of the controlling shareholders’ improper connected transaction contracts in the last section,this chapter analyzes the special issues in the path of judicial review. |
