Study On Legal Issues Of Creditor Protection In Related Transactions

The transformation and upgrading of social economy and accelerating the development of globalization have promoted the conglomeration and internationalization of enterprises,and business groups and internationalization have led to frequent occurrence of related transactions.The relationship between the interest oriented enterprises and the corporate governance structure of the association of enterprises as the main body of related transactions tend to lose the maximum rational pursuit of interests in the related party transactions,even at the expense of other interested parties at the expense of the interests and the interests of creditors in the unfair related transaction is difficult to obtain adequate protection.In early 2018,the establishment of 100 line credit reporting is the beginning of the improvement of the social personal credit system.Because integrity plays an irreplaceable role in the business economy,it is indispensable for the construction of good faith obligation.In related party transactions,when a company makes business decisions,the controlling shareholders have great decision-making power due to their own rights in the company,and they are responsible for the development of the company and the interests of other interested parties,so the controlling shareholders should bear the obligation of good faith.The obligation of good faith requires the controlling shareholders to exercise their rights with the goal of maximizing the interests of the company,to engage in management and to plan the future of the company.The content of the obligation of good faith can be a contractual obligation,but in more cases it belongs to the legal obligation.This obligation is a principle stipulation.Even if the contract is not formulated in the contract signed by the two sides,the obligation is also legally binding on the controlling shareholder,and generally it is not allowed to be waived by another agreement.Therefore,we should strengthen the construction of good faith obligations in law so as to achieve the goal of protecting creditors' interests in advance through controlling the controlling shareholders' minds.However,for damages,relief is needed,and the equitable subordination principle derived from deep rock cases provides a good reference for improving the relief of creditors' interests in related transactions.It is not the same as the disregard of corporate personality.It does not deny that the company's personality is only inferior to the claims of the controlling shareholders.Its creditor's rights are still established.The balance between the equitable subordination system and the existing standard system is perfect in terms of adjustment scope and legal consequences,which is an important relief measure for creditors to safeguard their own interests.In March 31,2015,the Supreme People's court announced in its "Hong Kong Co.v.Kaitian company executive sand distribution plan objection case" directly quoted Deep Rock Doctrine,and it was established as the guiding case,this is the approval of the principle in the judicial practice,but also its own adjustment of social economic relations role.Therefore,strengthening the construction of fiduciary duty to improve the related transactions of damage prevention and introducing the equitable subordination system to perfect the related transactions of damage relief is to further improve the protection of creditors,to be an important part of the socialist legal system also features.This article discusses the legal problems of the protection of the creditor's interests in the related transaction through four parts.The first part is mainly a series of elaboration,which lays a theoretical foundation for the research on legal issues of creditor's interest protection in related transactions.As for the concept of affiliated enterprises,there is no clear stipulation in Chinese law.Associated enterprises as a form of enterprise,has its unique economic value,but there are good things to certain specifications to exert a little,so,need legal norm to the appropriate regulation.Affiliated enterprise of the needs of the connection transaction behavior that is affiliated enterprise,through to the related transactions of the concept of the basic characteristics of the two aspects of law and economics analysis,damage to related party transactions to analyze the necessity of legislation regulation creditors,and the question of agency in modern enterprise and agent in the analysis of the cause of the conflict of interest,as well as to the related party transactions may increase the risk of investment of capital market and the analysis of the impact the existing system of company,learn the pros and cons of related party transactions,in order to further research to provide the necessary foundation.In the second part,it mainly analyzes the form of the related transaction in China's judicial practice and the related legislation.On the basis of the summary of the above,in the judicial practice of our country the damage form of creditors in the related transactions list type analysis,further elaborated related transactions may cause losses to the interests of creditors,need corresponding legal system to regulate,promote social justice.Through the discussion and analysis of the existing legislation of related transactions in China,it is found that there is a need to improve the existing legislation of creditor protection in China.The third part is mainly to analyze the origin and value of equity,and explain the remedies of regulating related transactions in China.This paper studies the origin of the principle of equitable subordination through historical analysis,analyzes the value of the equitable subordination system and the difference from the existing related party transactions.The principle originates from the deep stone cases in the United States and has been perfected through continuous development.The system of equitable subordination is different from the right of revocation.It has the scope of application which does not have the right to revoke.At the same time,it is different from the denial system of corporate personality.It has the flexibility of the degree of disposition which does not exist in the system of disregard of corporate personality.The fourth part is mainly based on the foregoing exposition,combined with the current social and economic situation in China,and puts forward specific proposals for the improvement of the characteristic socialist legal system.Present legal norms to protect the interests of creditors in affiliated transaction has a certain effect,but still needs improvement,because of the start of related transactions is the controlling shareholder's pursuit of interest loss principle,give a commitment,so it is necessary to strengthen the construction of fiduciary duty in the regulation of the company,killing damage behavior will cause creditors interest in the idea stage,save social resources;at the same time,the interests of introducing the equitable subordination system of creditors after the relief,against the interests of the creditors of the controlling shareholders to take advantage of the status of the consequences of the post adjustment.Together with the existing legal regulation,the two will provide a strong guarantee for the stable development of the market economy.