Research On Legal Regulating The Illegitimate Connectde Transaction Of Listed Company

With the quick development of our country's stock market, related party transactions have always been widespread in the listed company, thereinto, the unfair connected transaction, which is evolving a common problem in companies all over the world, have become a prominent problem. However, combining with our actual conditions, there is a high concentration of shares of listed companies in China, and what's more, the controlling shareholders manipulate operations and the Board of Supervisors is ineffective, all of which makes unfair connected transactions, damaging to small and medium shareholders, frequently occurred. Thus, from the perspective of real operation of listed companies in China, the research into the legal rules in the process of unfair connected transactions, and put forward corresponding solutions have become an urgent topic need to be solved. Usually, before the related transaction, each independent company will unite with other enterprises in daily business activities through various ways, then through the scale operation mode, to pursue the optimization of entire benefit.When the connected transaction constantly plays its advantageous role on the integration of resources with low cost, the influence on the related market subject for nonstandard operations is becoming increasingly obvious, which appears in the burden on regular transactions and disturbance to the normal market order. The two-faced phenomenon of related transactions between listed companies, on one hand, can increase a company's benefits, on the other hand, may be conspicuously unfair and do harm to the interests of the relevant affiliated parties. Hence, the related transaction, as a double-edged sword, should be encouraged when it do good to the market economy, and at the same time, to make it become a powerful tool to safeguard market's healthy development, the negative effects caused by the unfair affiliate transaction should be taken into account and regulated.From the related concept, features and drawbacks of the listed company unfair affiliate transaction, this article, at the basis of admitting the related transaction's advantages in lower transaction costs and save social resources, analyzes the legal protection of stakeholders, the unfair affiliate transaction status and its existing problems of the current system of domestic listed companies, and compares the related transaction legal system at home and abroad, in order to attain the purpose of proposing suggestions to the improvement of relevant domestic legal system.This paper includes five parts:First, to identify the study object, the article provides an overview of the listed company unfair affiliate transaction, and points out the urgency and necessity to study and solve the listed company unfair affiliate transaction problems, which includes the basic problem of unfair affiliate transaction, the concept and characteristic of the listed company unfair affiliate transaction, and the necessity of regulating it.Second, from the basic theory of influencing the listed company unfair affiliate transaction phenomenon, the paper discusses the company independent personality theory, the principal-agent theory and company contract system, which are related to the unfair affiliate transaction.Third, using comparative analysis method, the paper introduces the current research status of the listed company unfair affiliate transaction at the United States, major European countries, Japan and Taiwan, and summarizes the related theory in company governance, in order to give some suggestions to the related legislation in of our country.Fourth, the paper studies the relationship of the controlling shareholders and unfair connected transactions, including the cause analysis of why the controlling shareholders manipulate unfair affiliate transaction, and the basic system of standardizing shareholders' rights in order to protect the interests of small and medium shareholders, and as well as the creditor.At last, the paper gives some legal advice from regulating the listed company unfair affiliate transaction. From improving corporate governance structrue, the paper elaborates how to consummate the information disclosure system, the judgments mechanism and the responsibility system of the listed company unfair affiliate transaction.