The Further Study On Legal Regulations Of Related Transactions

With the rapid development of economy,the disadvantages of related transactions has gone beyond the advantages of itself,and in related transactions,the unequal status between the main body of the two parties will be exacerbated by the imbalance of the related transactions on the profit distribution.The original intention of related transactions was to reduce costs,spread risks and maximize profits by reducing unnecessary links in the operation of the company.However,the unfair related transactions seriously affect the normal competition order of the market,which leads to the loss of interests of minority shareholders and creditors,as well as the national taxation.Related transaction is a common phenomenon in the process of enterprise management,and it is also a challenge in the supervision of securities market.In particular,our country is in a special period that it is critically short of commercial credit and the unfair related transactions is frequent at present,which not only seriously damages the legitimate rights and interests of minority shareholders and creditors of the company,but also severely endangers the stability of the order of securities market.However,there are many deficiencies in the regulations of related transactions,such as Corporation law,Securities law and other relevant laws and regulations,which are difficult to effectively deal with the actual needs of strengthening the current supervision of related transactions.Therefore,this thesis aims to dissect the basic theoretical problems of related transactions and runs through the system structure of the laws and regulations of related transactions in China,then clarifying its deficiencies and put forward the legislative proposals to strengthen the legal supervision of related transactions with the help of the experience of legal regulation of extraterritorial related transactions.This thesis is divided into the following four parts:The first part mainly analyzes the basic theoretical problems of related transactions.From the related concepts of related transactions,it briefly introduces the subjects involved in the related transactions and the related transactions itself,and it analyzes the types,the legal features,the advantages and disadvantages of related transactions.Thus for related transactions,it should be properly regulated which should make full use of its positive significance in commercial activities,and also strengthen the legal regulations of related transactions and improve the relevant laws.The second part mainly analyzes the legislative status and the deficiencies of the regulations of related transactions in China.First,it runs through the legal system structure of related transactions in our country from Corporation law,Securities law and Tax law and other relevant laws and regulations.Secondly,it dissects the deficiencies of the current legislative regulations by focusing on the level of the legislative regulations of related transactions,the systematicness of legislative regulations,information disclosure system,shareholders' voting rights avoidance system,the controlling shareholder's fiduciary duty system and the examination standards of related transactions and so on.The third part,taking the legislation of the United States,the United Kingdom and Germany as an example,explores the legislative regulations and related experience of extraterritorial related transactions.First,it analyzes the related transaction laws of the United States,the United Kingdom and Germany.Second,it analyzes the experience of legislative regulations of extraterritorial related transactions by focusing on strengthening the information disclosure system and the standards for the fair test and the related contents of controlling shareholder's fiduciary duty and the company's creditors' judicial relief of related transactions.The fourth part mainly focuses on unfolding the perfect path of the legal regulations of related transactions.First,it emphasizes that Corporation law should be used as the path to strengthen the special regulations of related transactions.Secondly,it emphasizes that the extension application of the voting rights avoidance system and the improvement of the information disclosure system should be used to strengthen beforehand control in two aspects.Thirdly,it focuses on strengthening the internal management of the company by improving and controlling the shareholders' fiduciary duty and the independent director system.Finally,it emphasizes that the relevant systems such as the principle of introducing the deep stones,improving the shareholder's litigation to improve the judicial response of the related transactions.