关联交易本质论反思及其重塑

关联交易是现代社会中一个日趋常见而又愈益复杂的经济现象,其本质在于它背离合同的意思表示一致规则,是仅仅体现当事人一方的意志和利益的交易行为。关联交易本身是中性的,不具有当然的非法性,因为关联交易作为当下的一种十分常见的经济现象,有其存在的社会经济条件,其中有佐证的观点认为可以节省交易成本,提高企业效率。准确认识关联交易的本质具有十分重要的意义。我国公司法要建立完善而富有体系性的关联交易制度,核心的制度是要建立对关联交易判断的公平性标准,并在此基础上确立司法最终判断原则。

Reflection and Remodeling on the Nature of Related-Party Transaction

Related-party transaction is an economic phenomenon that becomes more and more common and complex in modern society. Its essence lies in its departure from the principle of meeting of minds in the contract law. Instead, it is a kind of transaction that reflects only the will and interests of one party. Related-party transaction itself is neutral, and not illegal in itself. As a common economic phenomenon at present, especially under the social and economic conditions, related-party transaction is considered by some arguments to be able to save the costs and improve the efficiency of enterprises. An accurate understanding of the nature of the related-party transaction is of great significance. It is time to establish a perfect legal system on related-party transaction in the Company Law of China. The core of the system is to establish a standard of fair play on the judgment of the transactions, and to establish a principle of judicial final decision.