김건식. (2017). 중국의 기업집단과 관계자거래. 중국법연구, 31, pp. 103-133.
Kim, Kon-Sik. (2017). Corporate Groups and Related Party Transactions in China. Chinese Law Review, 31, pp. 103-133.
Corporate Groups and Related Party Transactions in China 中国企业集团和关系交易
K i m, Kon-S i k
Related party transactions (RPTs) are commonly found in developed as well as developing jurisdictions. It i s well known that RPTs are employed for various purposes. An example o f illegitimate RPTs may be those undertaken to obtain illicit gains through “tunneling”. Regulatory strategies adopted to restrain tunneling are diverse, but may be gener all y d iv i d e d into four categories: (1) outright pro h ibition ; (2) disclosure ; ( 3) approval by a corporate org an such as t he b o a r d o f directors; a n d ( 4) substantive re vie w (fairness, fiducia ry duty). The purpose of this paper is to examine fro m a perspective o f comparative corporate governance the regulation of RPTs in Chin a. The reason for focusing on RPTs in Chin a i s two-fol d. Fir st, re straining abusive RPTs has been a principal goal o f Chinese policymakers and it i s crucial to properly understand t he set of regulations on RPTs in order to achieve a mature understanding o f corporate go vernance in Chin a. Second, it i s o f great interest fro m a comparative law perspective h o w t he RPT regulatory syste m c o mposed of various elements operate s. The paper proceeds as follows. As preliminary discussion, Part Ⅱ will first survey the current status o f corporate group s a n d RPTs in China. The remainder o f t he paper will discuss t he RPT regulation separately by t he type o f norm. Part Ⅲ will examine relevant provisions under the Company Act. Part Ⅳ will focus on administrative regulations. Part V will examine stock exchange rules. Part Ⅵ will brie fl y mention s criminal law provisions. Part Ⅶ will attempt to evaluate the current regulation and draw some lessons.
주제어 / 关键词 / K e y Words
관계자거래, 터널링, 이익충돌, 기업집단, 독립이사 关联交易 ，隧道 ，利益冲突 ，企业集团 ，独立董事 related party transactions, tunneling, conflict of interest, corporate group, independent director
김건식. (2017). 중국의 기업집단과 관계자거래. 중국법연구, 31, pp. 103-133.
Kim, Kon-Sik. (2017). Corporate Groups and Related Party Transactions in China. Chinese Law Review, 31, pp. 103-133.
Corporate Groups and Related Party Transactions in China 中国企业集团和关系交易
K i m, Kon-S i k
Related party transactions (RPTs) are commonly found in developed as well as developing jurisdictions. It i s well known that RPTs are employed for various purposes. An example o f illegitimate RPTs may be those undertaken to obtain illicit gains through “tunneling”. Regulatory strategies adopted to restrain tunneling are diverse, but may be gener all y d iv i d e d into four categories: (1) outright pro h ibition ; (2) disclosure ; ( 3) approval by a corporate org an such as t he b o a r d o f directors; a n d ( 4) substantive re vie w (fairness, fiducia ry duty). The purpose of this paper is to examine fro m a perspective o f comparative corporate governance the regulation of RPTs in Chin a. The reason for focusing on RPTs in Chin a i s two-fol d. Fir st, re straining abusive RPTs has been a principal goal o f Chinese policymakers and it i s crucial to properly understand t he set of regulations on RPTs in order to achieve a mature understanding o f corporate go vernance in Chin a. Second, it i s o f great interest fro m a comparative law perspective h o w t he RPT regulatory syste m c o mposed of various elements operate s. The paper proceeds as follows. As preliminary discussion, Part Ⅱ will first survey the current status o f corporate group s a n d RPTs in China. The remainder o f t he paper will discuss t he RPT regulation separately by t he type o f norm. Part Ⅲ will examine relevant provisions under the Company Act. Part Ⅳ will focus on administrative regulations. Part V will examine stock exchange rules. Part Ⅵ will brie fl y mention s criminal law provisions. Part Ⅶ will attempt to evaluate the current regulation and draw some lessons.
주제어 / 关键词 / K e y Words
관계자거래, 터널링, 이익충돌, 기업집단, 독립이사 关联交易 ，隧道 ，利益冲突 ，企业集团 ，独立董事 related party transactions, tunneling, conflict of interest, corporate group, independent director