Challenges And Countermeasures Of Related Transactions To Chinese Law

With the development of our country's economy,there are more and more related transactions in practice,and the number of unfair related transactions and the amount involved have also gradually increased.The application of relevant legal rules for related related transactions urgently needs to be extended from the listed companies to various types of company fields.The research on this problem in Chinese legal circles has become more and more in-depth,and a lot of research results have been achieved,but at the same time more and more new problems have emerged that need to be solved.In this context,on the basis of previous studies,this paper refers to the research results of other countries and regions such as the United States and Germany,and hopes to add one more comment to the study of the legal system of related transactions.As an important system in China's "Company Law" and other laws and regulations,by conducting theoretical research and practical research on it,on the one hand,it can standardize related transactions between companies and control the legal risks of related transactions.To provide support for the steady and rapid growth of our economy;On the other hand,it can provide reference for the perfection of related transaction system in our country.In recent years,many powerful companies have grown stronger and more and more mergers and acquisitions between companies.The group companies have shown the characteristics of increasing in number and scale.Based on the above reasons,there exists a large number of related transactions in practice and there is a trend of further growth.From the perspective of fairness principle,related transactions can be divided into fair related transactions and unfair related transactions.Among them,unfair related transactions are self-interested transactions that undermine fair commercial rules and will cause serious damage to public interests,corporate interests,minority shareholders'interests,and creditors' interests.Among the laws and regulations in force in China,the Company Law,the Securities Law,the Accounting Law and other laws directly regulate the related issues of related transactions,but the provisions on related transactions in these laws are not specific enough.And can not adapt to the new situation that occurs in practice.In particular,the current law is not comprehensive enough for unfair related transactions.This requires us to further reflect on the various legal risks of unfair related transactions and to propose ways and means to deal with these risks.With reference to the relevant systems and theories of the United States,Germany and other countries and regions,this paper proceeds from the actual situation in China.The regulatory measures of related transactions are discussed mainly from the perspectives of corporate governance and company law,creditor's rights protection,securities law,accounting norms and penalties.This paper puts forward specific precautionary measures such as the independent director's rejection of unfair related transactions,the protection of the rights of dissenting shareholders,the different treatment of claims in unfair related transactions,and the addition of provisions on unfair related transactions to the existing crimes.It is expected to improve the quality and transparency of related transactions from the system and close the loopholes of unfair related transactions.