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在我国市场经济发展的进程中,伴随国有企业的股份制改造,许多公司通过一系列的资产重组形式获得了上市资格。在资产重组的过程中以及上市公司重组以后的业务往来中,上市公司和其关联人之间不可避免的产生了大量的关联交易。在实际的经济活动中,由于各种原因的影响和人性的弱点,关联交易成为上市公司和其关联人用以为自己谋取私利的上具。本文在分析关联交易产生原因的基础上,对上市公司资产重组和经营中存在的不公平关联交易法律现象进行评析,并提出在立法上应建立和完善相应预防措施及救济措施。
In the course of the development of market economy in our country, with the reform of the shareholding system of state-owned enterprises, many companies have obtained listing qualifications through a series of asset restructuring. During the reorganization of assets and the business transactions after the reorganization of listed companies, a large number of related transactions inevitably occur between the listed company and its affiliates. In actual economic activities, due to the influence of various reasons and the weakness of human nature, related party transactions become the tools for listed companies and their affiliates to seek for their own benefit. Based on the analysis of the causes of the related party transactions, this paper analyzes the legal phenomenon of the unfair connected transactions existing in the reorganization of assets and the management of listed companies, and puts forward that the legislation should establish and improve the corresponding preventive and remedial measures.