Research On Legal Issues Related To Unfair Related Party Transactions

Related-party transactions are "double-edged swords",which can not only promote the improvement of corporate transaction efficiency,but also easily cause "moral hazard" for managers and induce "opportunistic" behavior.In practice,it is not uncommon for related parties to abuse connected transactions in an attempt to evade taxes or empty the company.Since the middle of the twentieth century,connected transactions have received widespread attention from countries around the world.With the reform of state-owned enterprises in the 1990 s,China 's legislation and theoretical research began to attach importance to the legal regulation of connected transactions.With the increase of joint-stock companies and enterprise groups,the number of non-fair related transactions has increased,and the scope of influence has also become larger.How to determine the fairness of related party transactions and how to coordinate non-fair related party transactions in corporate governance,corporate finance and taxation,and securities supervision of listed companies,to protect the legitimate rights and interests of stakeholders such as companies,small and medium shareholders,creditors,etc.,has become the focus of legal research The highest priority.In recent years,the promulgation of the General Principles of Civil Law in 2017 and the promulgation of the Interpretation(5)of the Company Law in 2019 have put forward more specific requirements for the regulation of non-fair connected transactions.Research on legal issues related to connected transactions should also be promoted in light of new legislation and judicial status.In this context,it is necessary to understand the legislative intent of the new legal norms and the judicial value orientation.Summarize related issues of related party transactions,clarify the main obstacles to regulating non-fair related party transactions,and improve them in a targeted manner.The prerequisite for effective regulation of non-fair related transactions is to clearly determine the boundaries between fair and non-fair related transactions.This paper uses comparative analysis and historical analysis to sort out the evolution of related party legal regulations,and to compare the relevant systems within and outside the territory.Based on the examination of the existing related party transaction system,this article analyzes the results of related party transactions.From the perspective of the order and the components of liability,three important thinking angles for the judgment of non-fair connected transactions are summarized.After fully measuring the pros and cons of China's existing norms,it proposes regulatory non-fairness from the legislative system,procedural review,and judicial relief Advice on related party transactions.It is hoped that it will be helpful to the legalization of the related party transaction regulation law and the research on the legal issues of related party transaction in China.