| According to the nature of the affiliated transactions, the affiliated transactions is divided into legitimate affiliated transactions and the affiliated transactions of non-legitimate. the legitimate affiliated transactions accelerate efficiency so it should be protected by law, While the affiliated transactions of non-legitimate, because affiliated person's improper control, it will damage seriously to the company, small shareholders and the interests of creditors, it will impact on the health, stability, sustained and effective development of the market's economy. So it's should be steped up monitoring. The affiliated transactions of non-legitimate means that the affiliated person(side) abuse both parties relationship between the control and influence, contrare to fair, reasonable and good faith principles of the civil and commercial law. It will harmful for the other parties transactions interests or other transactions persons interests who have interest relations (such as minority shareholders, creditors. etc), it is also harmful for normal socio-economic order, and ultimately harmful for society's interests. First of all, the affiliated transactions of non-legitimate can recognize from the improper purpose of the transaction, this transaction in violation of the principle of equity and the results of improper trading. And it is assorted form the identity of affiliated people, transaction details and asset transfing. According to the identity of the affiliated person, the affiliated transactions of non-legitimate is divided into controlling shareholder and trustee's affiliated transactions of non-legitimate. It plays an important role in civil liability of the affiliated transactions of non-legitimate. Secondly, when the affiliated transactions of non-legitimate happened, it will harmful for subordinate company, small and medium-sized shareholders, creditors. Affiliated persons should be held civil liability. The liability of the affiliated transactions of non-legitimate is mainly the revocation of the shareholder's resolution, the revocation of transaction or contract, damage's compensation and the interests for corporate. Subordinate company, small and medium-sized shareholders, creditors can maintain themselves right by dericative action system, direct action system, the principle of piercing the corporate veil and the principle of equitable subordination. |
