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For minority shareholders investing in corporate, incidents of corporate controlling shareholders or managers siphoning off profits by means of improper transactions merely for personal gain may be considered part of the risk of doing business at the unbridled frontiers of modern capital system. That individuals are not prosecuted for such brazen "expropriations" usually is attributed to the fact that the current preventing binding and prohibiting systems do not work well. And further more, the judiciary have difficulties in intervene in these cases. Therefore, the author have an idea that it is necessary to build a mature judicial review system, providing the minority shareholders a protecting system both in sense of procedure and substantial. But meanwhile, I question myself, the transaction is a conduct made by both parties willingly, the decision is made by beans of the majority voting, the democratic in the corporate law is also worthy of being protected. So how deep should the judiciary go? Which standard they can use and which way to go along? There above, I write this thesis.In Chapter One, I analyze the reasons that cause the improper transaction. Obviously, the connected transaction has its outstanding merits. But the controlling power and theinterest always lure the controlling shareholders and the managers to exceed the proper frontier. They sneak into the chink of the majority voting, the limited liability and the separate of ownership and management right, avail themselves of the occasion that the market is not mature yet, with greed, squeeze and abuse of rights, they finally succeed in doing the improper transaction.In Chapter Two, I analyze how the provision that prohibits that kind of transaction, the corporate governance and the supervising by the SEC of China work in current circumstance. And I also point out how they work for the judiciary review. Meanwhile, I introduce other ways used in foreign countries that we can use in some circumstances, such as the agreement between listing company and its controlling shareholder, the agreement between the shareholders, association of shareholders, etc.In Chapter Three, I expound the general principal of judiciary review on improper transaction. First, I analyze the necessity of judiciary review, and then I introduce the history and the present situation of judiciary review. Thirdly, I point out the basement and the barrier of judiciary review. Fourthly, I sum up the guidance of judiciary review. Finally, I design the administrative and criminal review briefly.In Chapter Three, in the eyes of a judge, I design the main rules of judiciary review on improper transaction. I put forward six question: the plaintiff, the time when the court go into, the genre of the right, the burden of proof, the limit of statute and the thoughts of the judge. As follow, I explain the solution by design which kind of improper transaction is indictable, the pre-procedure of judiciary review, more plaintiffs can bring out a case, how to review the requests, how to allocate the burden of proof, use what kind of standard of testification. And specially, I expound the liability of controlling shareholder and managers and how to judge some special transaction.At the end of this thesis, I think the concept of judiciary and imagine its future.
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