A Study On The Validity Rules Of The Directors' Self-Dealing

This paper takes the directors' self-dealing as the research object,and focuses on the validity rules of it.As a typical form of conflicting interest transactions,it has always been an important issue in corporate governance around the world.However,there are no systematic legal regulations related to it in Corporation Law.With the expansion of the power of the board of directors,if the necessary legal regulations of directors' action in the case of conflicting interest transactions are not made,directors are more likely to chase personal interests instead of performing their duty in good faith,which will lead a great moral hazard to the corporate interests.The dissertation consists the following four parts besides the introduction and conclusion.The first part discusses the basic definition of directors' self-dealing and the current regulations in Company Law,so as to clarify the object and key issues to be solved of the research.In addition,the framework of the directors' self-dealing validity rules is proposed to provide a method to analyze the status quo of Company Law through case analysis and remedy the shortcomings of the current law.The first part is the foundation of the other.The following parts are conforming to the framework of the validity rules proposed in the above and combining with the analysis of current law to establish the procedural rules and substantive rules of directors' self-dealing and negative rules of illegal self-dealing.The rules take both the procedural fairness and substantive fairness of the transaction into account.The procedural rules mainly include the vesting of transaction approval rights,information disclosure and voting rights exclusion rules.The substantive rules specifically introduce the content and standards of substantive fairness of directors' self-dealing,and finally the validity rules of illegal self-dealing are specifically analyzing the different legal effect based on various illegal facts and the extent of violation.Through the establishment of the above three types of rules,the dissertation finally forms a complete set of validity rules on directors' self-dealing in the Company Law.