Research On Legal Regulation Of Directors’ Self-dealing In Limited Liability Company

As a common transaction type in modern economic society,self-dealing of directors is a neutral behavior.However,due to the special status of directors,if there is no supervision and restriction on self-trading,directors may use this kind of trading to harm the interests of the company and shareholders.Therefore,how to solve the legal regulation of directors’ self-trading in limited liability companies is a thorny issue in the theoretical and judicial practice circles of our country at present.First of all,at present,there are no clear and specific provisions in China’s laws and regulations on the solution of procedural fairness and substantive fairness.Secondly,there is also the phenomenon of "different judgments for the same case" in judicial practice,which affects judicial credibility.In judicial practice,there are two main ways to regulate the self-dealing of directors of limited liability companies: one is to judge the effectiveness of contracts;The second is the path of tort liability.These two paths have certain defects in the regulation process,which are mainly manifested in the following aspects: First,it is easy to fall into circular judgment to regulate the contractual effectiveness of directors’ self-trading in a limited liability company by adopting the position of mandatory norms and dualism;Secondly,the introduction of traditional tort liability also has the weakness of relief under the vague standard of substantive fairness.Therefore,the legal regulation of directors’ self-dealing in limited liability companies still needs to return to the construction of the system itself,so as to find the basis for directors to take responsibility when they harm the company’s interests.When constructing the system,it mainly starts from the identification of directors’ self-transactions,the complement of procedural fairness rules and the construction of substantive fairness standards.Among them,in the identification of directors’ self-transactions,the subject should be appropriately expanded;The complement of procedural rules should pay attention to the introduction of information disclosure system,the selection of resolution subjects and the perfection of voting right avoidance.The construction of substantive fairness standard rules includes balancing the relationship between procedural fairness and substantive fairness,typing the principle of substantive fairness,and typing the specific standards of substantive fairness.