上市公司关联交易的合同法上分析

上市公司关联交易可能背离合同法的基本原则,其最核心的原因在于:关联交易双方当事人的地位实质上不平等,或者利益实质上不独立,可能导致一方当事人意思表示不真实或利益部分混同.因此,法律规制的路径,就是通过一系列的制度设计在交易中校正双方地位,使双方在交易中达到法律上的拟制平等,从而使上市公司意思表示真实,或通过强行法的介入,校正其不公平的后果,使其达到与非关联交易一样的效果.

Analyse the Joint Trade of Listed Companies in the Eyes of Contract Law

The joint trade of listed company may deviate from the primary principle of contract law, whose core lies in the real inequality and factural independence of the parties, which will evoke that the intention expressed of one party is not genuine and the interests is very confused. Therefore, the approach of legal rules is, through the designation of a series of regulations, to modify the proper position of the parties,and make them reach the uniform legal equality, so that the listed company's intention expressed could be genuine; or through the interruption of enforceable law, to change its unfair result, and make it in accordance with the effect of non-joint trade.