| In the process of corporate governance,conflicts of interest between directors with limited rationality and their companies are inevitable,but such conflicts of interest are not absolute.Therefore,laws are required to reasonably regulate and guide transactions towards fairness,and directors’ connected transactions can reduce transaction costs and improve transaction efficiency.The relevant laws and regulations of our country are too general to the provisions of the evenhanded property in the judicial practice.With the trend of the reform of the board centralism in the Company Law,the related transactions of directors are bound to become the core issue in the future corporate governance process.Therefore,in order to reasonably regulate related transactions of directors from the perspective of fairness,it is necessary to start from the theoretical basis of related transactions of directors and fairness,and at the same time clarify the characteristics of non-fair director association.And then to correct and perfect the fair director related transaction regulation system.This paper demonstrates from the following parts:The first part is the introduction of this paper,including the research background,research significance,literature review at home and abroad,the main research methods and the innovation and shortcomings of the paper.Part Two: The theoretical basis of directors’ connected transactions and fairness is analyzed.Related transactions are divided into directors’ connected transactions and controlling shareholders’ connected transactions,and the definition,behavior mode and motivation of directors’ connected transactions are analyzed.From the development environment,the source and development direction of interest conflicts,the obligations and responsibilities of the related parties,the definition of requirements and relief ways to compare and analyze the related transactions with the controlling shareholders.In addition,it also expounds the definition of fairness in the regulation of directors’ connected transactions and its importance from the aspects of maintaining fair and just market order,reducing transaction costs and improving transaction efficiency,strengthening the role of directors’ duty of loyalty in directors’ connected transactions and improving corporate governance.The third part: Case analysis of fairness in the regulation of directors’ connected transactions.Through Peking University Talisman,130 cases were retrieved with "connected transactions" and "damages to company’s interests",and 41 cases were screened for analysis.In addition,inconsistent identification of directors’ connected transactions subjects,inconsistent identification of transaction effectiveness and inconsistent identification of damage liability were specifically analyzed.Part Four: Investigate the current regulations on directors’ connected transactions from the perspective of fairness,evaluate the provisions of the Company Law and relevant laws and regulations on directors’ connected transactions,and find out the deficiencies of procedural justice,substantive fairness and provisions on duty of loyalty.And from the judicial review of procedural justice,substantive justice,the judicial review of the director’s duty of loyalty to clarify the judicial recognition of director related transactions from the perspective of fairness.Part Five: Put forward countermeasures to improve the problems found in the fourth part,improve the information disclosure system and transaction approval procedures with procedural justice,establish transaction fairness review standards with substantive fairness,clarify the distribution of burden of proof and the provisions of the duty of loyalty clause,Improve the internal supervision mechanism of directors’ connected transactions from the three main bodies of the board of supervisors,the board of directors and shareholders,and improve the external supervision mechanism of directors’ connected transactions from the three main bodies of the regulatory authorities,industry organizations and the public media.Make clear the responsibility of related directors and non-interested directors in connected transactions,and point out that related directors cannot be exempted from responsibility in connected transactions. |
