Research On Related Party Transaction Damage In Limited Company

With the continuous development of China’s economy,the limited company has become the main force of China’s market subjects,which also provides the soil for the extensive existence of the connected transaction of the limited company.Fair related party transactions can effectively reduce transaction costs and efficiently integrate and utilize the resources and advantages of related subjects.But at the same time,co.,LTD.,for shareholders and dong high requirements and restrictions are less,whether at the corporate level or at the management level,relationship between interconnected,resolution for associated transactions,it is easy to do the form of legal,so using the associated co.,LTD.Deals in ACTS harmful to the interests of the company are very likely to happen.The occurrence of a large number of improper connected transactions has a great impact on the wealth and social happiness of Chinese citizens.Therefore,it is particularly necessary to have a more clear legal regulation on the damage of connected transactions of limited companies.In this paper,comparative analysis method,statistical analysis method and other legal research methods are used to form a basic understanding of theoretical theories and legal norms at home and abroad by studying literature and works.Based on practical cases.This paper analyzes the problems existing in the adjudication of the case of"liability dispute of company related transaction damage",and then puts forward the corresponding regulation suggestions.In in the process of case analysis,this paper using the identity of the subject of litigation and case involved disputes,the court rejected reason,such as Angle statistics found that exist in the practice of the plaintiff identity scope too narrow,the essence of fair examination standards differ,the burden of proof allocation is not reasonable and assume liability to pay compensation way,assume range is too conservative.Interpretation of Company Law(V)denies the defense of taking procedural justice as the justification of connected party transactions,but does not provide a clear way and standard for determining the substantial fairness of connected party transactions.Therefore,by summarizing the recognition standards adopted by the court in the practice,it is considered that the assessment by the third party professional organization and the tax adjustment by the tax authority are more reasonable,and the court’s direct recognition has the disadvantage of being too subjective.Because of the dominant position of the relevant subject in the transaction process and the litigation process,it is considered that the case should not simply apply the litigation rule of "who claims who provides proof",but flexibly distribute the burden of proof according to the circumstances,so as to realize the dynamic fairness of litigation activities.As the last step to realize the purpose of litigation,the way of liability undertaking and compensation for loss of available interests need to be further clarified by legal regulations.In addition,punitive damages have been applied to related transactions in foreign countries,but there is no punitive damages system either in legislation or in practice in China.Therefore,this paper proposes that punitive damages should be applied carefully and urgently to the regulation of connected transactions.Our country "company law" and other laws and regulations for the provisions of the company related transactions separate,has "the suspicion of deficit",does not form a complete system of legal norms.Throughout the domestic and foreign legal norms,the legal origin of connected transaction is nothing more than the duty of loyalty under the company law,the principle of fairness.Therefore,this paper also clarifies the legal connotation of connected transaction,discusses its relationship with self-transaction,stealing company opportunities and other behaviors,puts connected transaction under the duty of loyalty,and establishes a more reasonable legal system.Of course,the related party transaction itself spans economics,accounting,law and other disciplines,and the disciplines involved in different situations are more complex and diverse.The author’s learning background is limited,and some deficiencies should be further studied and discussed.