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The legal regulation of the controlling shareholder related transactions

Author: ShenNing
Tutor: HuLiLing
School: China University of Political Science
Course: Civil and Commercial Law
Keywords: Related party transactions Controlling shareholders Legal Regulation
CLC: D922.291.91
Type: Master's thesis
Year: 2011
Downloads: 104
Quote: 0
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With the improvement of of modern economic cooperation requirements associated with the number of transactions in China presents the yearly increase. Related party transactions occurred between the subject and the company of a particular association is essentially a conflict of interest transactions, the parties to the transaction appears to have equal status in fact is not so. Related party transactions as a double-edged sword, reduce transaction costs, and give stakeholders the benefits at the same time, it is likely to harm the interests of the company, minority shareholders and creditors. Related party transactions in accordance with the related person's identity, can be divided into self-dealing of directors and controlling shareholders of self-dealing. The purpose of the current situation in our country, should focus on regulation controlling shareholder related transactions. Transition from listed companies in China and more from the state-owned enterprises. Due to the dominance of state-owned shares is not disputed facts. Even in China's securities market has entered a full circulation today, the state-owned shares is still the majority of the controlling shareholders of listed companies. They are likely to take advantage of its controlling position of the related party transactions damages listed companies and the interests of small shareholders. In the closed companies, represented by the management of the Company to directors, senior management on corporate governance can not be ignored, but the controlling shareholder is still the most important forces affecting corporate governance. Therefore, the regulation controlling shareholder related transactions as the object of study, combined with China's actual situation, analysis comparing the legislation abroad, related to the regulation controlling shareholders related party transactions system is divided into the advance prevention mechanisms and post-relief mechanism two and analyze and discussed in order to build a system of regulatory control shareholders related party transactions. The full text is divided into a total of four parts. The first part is the basic theory of related party transactions. This section first of related party transactions, related party transaction, then introduced the classification of related party transactions, then the universality of the related party transactions and their pros and cons. Through this part of the analysis of the related party transactions, related party transactions, in theory, have a clear understanding of this is to study the problem of controlling shareholders related party transactions and the legal regulation theory premise them. The second part is the controlling shareholder related transactions, the importance of regulatory analysis. Related party transactions can be divided into different according to the associated person's identity, the director self-dealing and controlling shareholder self-dealing. In foreign shares (contribution) is quite fragmented, related party transactions tend to be concentrated in the directors, senior management of the company. China also scholars believe that the directors of conflict with the interests of the transaction is the most important form of expression in the related party transactions. But the part by the analysis of the actual situation in China, obtained should be emphasized controlling shareholder related transactions regulation of this conclusion. In addition, the section also analyzes China's current regulatory system controlling shareholder related transactions, the principle of the regulation controlling shareholder related transactions. The third part is the analysis of related party transactions of the controlling shareholders in advance prevention system. The 11 illustrates the fiduciary duty of the controlling shareholders, the shareholders (large) will approve the system, exclude shareholders 'voting rights system, the shareholders' right to know and question the right of the independent director system, analysis of the regulation making use of these systems controlling shareholder related transactions, that the They still need to improve the place. The fourth part is the analysis of the controlling shareholder related transactions after the relief system. That part of First Analysis of the shareholders of the right to appeal, system controlling shareholders associated transaction regulations made applicable legal personality denied, and then focus on interpretation of the principle of Deep Rock, introduced the origin of the deep rock principle of legislative cases, to explore the deep rock principles of the applicable method.

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CLC: > Political, legal > Legal > Chinese law > Economic Law > Corporate law, company law
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