The Research Of Issues Of Board Abstention In Related Party Transaction

In the background of market economy,the company is an important component of social and economic development.Therefore,the construction of company law has become the focus of attention in the construction of legal systems in various countries.The board of directors is an important functional organization of the company.Further clarification and analysis of the rights and obligations of the board of directors,especially the in-depth discussion of the voting rights of the board of directors,is indispensable for the improvement of the company law.The current company law has very limited regulations in this field,which obviously will have a certain impact on the company’s governance capabilities,market core competitiveness and the interests of relevant stakeholders.The voting avoidance system of related directors is a key component of the voting right system of the company law.Its function is to ensure that the resolutions of the board of directors can be maintained within a scientific and reasonable range.In China,the voting avoidance system of related directors is mainly reflected in Article 124 of the Company Law.The rules of the board of directors and the relevant standards of listed companies also stipulate the system.However,since the provision clearly indicates that the system only restricts listed companies,the non-listed company cannot apply the system at that time.According to the case,it is true that the non-listed company can directly apply the system in judicial practice.Except for listed companies,Sino-foreign joint ventures and state-owned enterprises have moreor less problems in applying the mechanism.Due to the short time of the establishment of the system in China,the lack of clear and clear provisions on some key issues has also led to certain obstacles in the practical application of the system.Based on case analysis and theoretical research,this paper reflects on the inadequacy of the application and operation of the voting rights avoidance system of directors in China.This paper uses the thinking of comparative law to comparatively analyze the regulations of relevant systems in China and civil law countries and common law countries,and provides a reference for the improvement of the voting evasion system of related directors in China.Finally,it analyzes the status quo of China’s national conditions,and combines the previous comparative analysis to make recommendations on the construction and improvement of the voting rights avoidance system of China’s directors.The full text is divided into four chapters,which are written in accordance with the concepts of defining concepts,asking questions,analyzing problems,and solving problems.The first chapter introduces the basic theory,sorts out the origin,legislative spirit and connotation of the system,summarizes the characteristics of the system,and deeply analyzes the legal value and foundation of the system,and delimits the key concept of this article-related directors.In the second chapter,the paper analyzes the problems in the application and operation of the system through the analysis of cases and laws and regulations.Mainly including the system has certain difficulties in the application of non-listed companies,Sino-foreign joint ventures,and state-owned enterprises.In the operation of the system,the author puts forward two issues: the identification of related directors and the effectiveness of the resolution.The third chapter is to sort out the regulations of the system in China’s laws and regulations,as well as the rules of the civil law countries and the common law countries.It also explores the aspects that China can learn by studying the regulations under the foreign company law and the practices in judicial practice.Finally,combined with the analysis of the first three chapters,in the fourth chapter,the conception of the improvement of China’s related systems is proposed.