上市公司非公允关联交易的法律规制——以刑事责任为中心

Legal Regulation with Criminal Law as the Core for the Unfair Connected Transaction of Listed Companies

关联交易带有与生俱来的非公允倾向。在我国特有的市场发展路径及法制发展尚不健全的背景下,非公允关联交易呈现出鲜明的自身特点以及愈演愈烈的发展趋势。本文通过将我国现有关联交易法律制度与上市公司关联交易实践进行比对,提炼出更为科学、合理的界定标准及价值评判体系,并在此基础上优化和完善以刑事责任为中心的规制体系,增强法律惩戒实效,对于有效规制非公允关联交易,维护公平、诚信的市场理念,具有极强的现实意义。

Connected transaction has its inherent risk of being unfair, and presents its own distinctive characteristics and intensified development trend, due to the historical development trajectory of Chinese securities market and its imperfect legal system. Comparing current law about connected transaction and practices of connected transactions of listed companies, we find that the present regulation system has become increasingly inadequate when dealing with the complicated and covert connected transactions, so it＇s very important to develop a more specific standard of judgment of connected transactions, as well as a more efficient regulation system with criminal law as the core, which will be helpful to maintain the fairness and integrity of the market.