上市公司关联交易法律规制问题研究经济法专业论文.docxVIP

PAGE PAGE VI 完善股东派生诉讼制度，以保护债权人和中小股东的合法权益；建立有效的非公 允关联交易合同撤销制度和法律责任体系。同时对董事、监事、高级管理人员的 诚信义务加以完善，充分发挥独立董事和公司内部监督平衡体系的作用，加强外 部中介机构、政府和行业自律组织和社会的监督，改进公司上市保荐制度，做到 内部治理和外部监督并重，完善上市公司关联交易法律规制制度，促进经济社会 的持续健康有序发展的实现。 关键词： 上市公司；关联交易；法律规制；非公允关联交易 Study on Legal Regulations Concerning Related-party Transaction of Listed Corporation Abstract A number of listed companies rise rapidly with the help of related-party transactions. But related-party transactions have also caused the collapse of some companies. At present, equity structure is not quite reasonable, and information is asymmetric. Besides, listed companies are in the absence of effective internal restraint and external supervision mechanism. So as to improve the value of the company, to prevent the decline in performance, to evade taxes, to prevent stock from risk warning, to break through the restrictions of the bank loans, and to cash or to offset the debt, listed companies use related-party transactions to maximize benefits. As a neutral concept of economics, related-party transaction is conducive to promoting the scale operation, reducing transaction costs and forming a collaborative development and group effect. Besides, related-party transaction helps to improve the market competitiveness of listed companies, to maximize the economic benefits, and to achieve strategic objectives. On the other hand, unfair related-party transaction may be used to damage the interests of minority shareholders of listed companies and corporate creditors. So that the legal value of fairness is damaged, and the interests of listed companies, the minority shareholders and creditors are damaged. Normal market competition order, especially the order of the securities market is destructed. The states tax revenue suffers losses. So the related-party transaction should be regulated properly by law, in order to promote the development of social economy. There are too many unfair related-party transactions, and the regulation of related-part