Research On The Identification And Regulation Of Related Transaction

The related transaction,as special behavior arising in commercial contacts,it usually has double influences.And because of imperfection and defection of the legislation,the company operation exists many non-standard phenomenons.The nature of the related transaction is a transfer of a company's property or other interests that in most cases can cause conflicts between the interests of the company and the interests of the counterparties,while this is not absolute.Lawful related transaction could,to a certain extent,reduce the costs of transactions,facilitate the integration of complex resources within the company,and further enable market resources to be optimized.However,we should see that not all related transactions in any circumstances should be regulated and constrained by the law.And only related transaction(or unlawful related transaction)involving fraud or damage to the interests of the company happens,the law will come forward to restrain it,so as to ensure that the legitimate interests of company and company's creditors are effectively protected.The existence of the unlawful related transaction would diminish the value of the company,which would pose a threat to the creditor's rights and interests.Under the principle of capital majority decision,the company's actual controller or the controlling shareholder can impose their own will on the company's will by manipulating the holding shares.In this case,the company's resolutionadopted represents the interests of the majority of shareholders or large shareholders,which would ignore the loss of small shareholders.If state-owned enterprises confront such a situation,the national interests will be damaged.Therefore,how to take effective measures to regulate the unfair related transaction has become an important issue in the field of securities law research.Considering the foregoing,we are in the process of studying the regulation of the unlawful related transactions,it is necessary to proceed to solve the inevitable problems,such as the identification of the related parties and to seek for the regulation of the unlawful related transactions.For the recognition of the related parties,the industry(lawyers and brokers)generally refer to the Accounting Standards for Business Enterprises No.36-Disclosure of Related Parties(hereinafter abbreviated as Standard No.36),and use it in combination with the business needs of each team.So the lack of uniform standards and rules is one of the main reasons for the chaos of the recognition of the related parties.And it is also one of the topics to be discussed in this article.Secondly,when it comes to the civil law regulation of the unlawful related transactions,we cannot avoid talking about the validity of the contract when the unlawful related transaction arises.Besides,the existence of the unlawful related transaction contract has its own special attributes,which seems to be the expression of the meaning between the two equal subject.But it is not difficult to find out that there is control-controlled relationship between the contract parties.Moreover,for the special nature of this relationship,the contract law's principle of equality is of less use.It is also based on such a control-controlled relationship that the principle of free trading in the contract cannot be expressed.And it is more difficult to express the freedom of contract principle in case of such relationship.How to find the basis of regulating the unlawful related transaction from the existing legislative system in respect of the effectiveness of the contract,and how to innovate on the basis of existing rules if it cannot be found,this is a very difficult task to deal with.The principle of information disclosure,the principle of procedural justice and the principle of substantive justice could be used as means of regulating the unlawful related transaction,and whether there is feasibility if they are interrelated with thevalidity of the contract.Again,according to the existing law,the main principles have actually been reflected in it,but how to improve and ensure their specific and effective implementation should be gradually explored.