Study On Civil Liability Of Improper Connection Transaction

The civil liability of improper connection transaction is a kind of civil liability of right infringement. Besides common payment and compensation,the liability forms include the creditor's rights to recompense after others and can not exercise the creditor's rights to offset the power and so on. The cilil liabiliyt's investigation of improper connection transaction descusses the legislation depending on the present cilil law and commercial law. We should improve the related system about "Law of corporation" and "Bankruptcy law", consummation present "Law of corporation" about related articles of connection transaction civil liability. The author suggests to increase "the deep stone principle". It can restrict the control company to be subordinated the improper creditor's rights which the company implements. When the subordinaet company goes bankrupt, rallying or reconciliation, the control company, whether it has the power of elimination or priority, should be compensated after the other creditor of the subordinated company, but also the contral company can not exercise the creditor's rights to offset the power. Suppose the Affiliated enterprise unique seal in "Law of corporation". Carry on the centralism stepulation on the connection transaction and the Affiliated enterprise. We should recognize to the improper connection transaction civil liability by the objective test primarily, implement the mistake to estimate turns to the responsibility way. If the connection side implements the non-fair and just connection transaction by its control the shareholder or the company GaoGuan status objectively, no matter whether it knows the circumstances of the matter or whether there is the mistake subjectively, the connection side should undertake the civil compensation responsibility. It should undertake the compensation responsibility to the loss of the company and the company creditor and Young shareholder. But if the connection side is able to present evidence and prove that the transaction followed the right company decisionmaking procedure, and accorded to the fair value trades on the market at that time, the connection side does not undertake the liability of compensation.