Legal Regulation Of Affiliated Transactions Of Non-public Companies ——From The Perspective Of Three Cases

Affiliated transactions are common in modern business life,and as a neutral tool,the phenomenon of improper use of affiliated transactions to the detriment of the company’s interests also occurs from time to time.The author searched for "connected transactions" on the website of China Judicial Documents and found that the number of connected transactions cases was 2 in 2001 and 2,576 in2021,which is an alarming increase in the number of cases.However,the legislation does not pay enough attention to the connected transactions of non-public companies,and no systematic regulation of connected transactions of non-public companies has been formed.The main basis for determining the related subjects is Article 21 of the Company Law;the basis for determining the related relationship is Article 216,paragraph 4,but the lack of clear provisions of "other relationship",which plays a bottoming role,makes it difficult to determine the improper trading behavior of non-public companies in judicial practice.Under the condition of unclear ruling guidance,different courts in different regions have different standards,and as the number of cases of connected transactions of non-public companies continues to rise,the shortcomings of insufficient legal regulation become more and more obvious.At present,judicial decisions and theoretical research on the identification of improperly connected transactions of non-public companies are mainly reflected in the following aspects: first,due to the lack of a clear definition of the subject of connected transactions of non-public companies,the fact that the executives constitute the subject of responsibility is still controversial;second,due to the Company Law on non-public companies connected transactions of insufficient regulation,judicial practice in Finally,the Company Law Interpretation（V）clarifies that procedural fairness shall not counteract the substantive unfairness of the transaction,and what role the procedural standards can play in determining the damages for connected transactions needs to be clarified.In view of this,this paper adopts the idea of raising the problem-analyzing the problem-solving the problem,starting from three typical cases,to explore the problems related to the legal regulation of non-public companies’ connected transactions,and makes the following suggestions.It is suggested to systematically regulate the connected transactions of non-public companies by setting up a special chapter to clarify the concepts related to connected transactions in the Company Law in order to reduce the uncertainty of legal application;by clarifying the elements of liability for damages for connected transactions of non-public companies,the criteria for determining fair prices,and strengthening the faithful and diligent obligations of connected subjects to clarify the criteria for determining damages for improper connected transactions of non-public companies,which Finally,it is suggested to establish and improve the procedural obligations to be fulfilled by the connected transactions of non-public companies and to clarify the path of procedural review of connected transactions of non-public companies,hoping to help improve the legal regulation system of improper connected transactions of non-public companies in China.