【法治之道】对隐性关联交易需强化民事追责

Core Viewpoint - The article discusses the need for stronger civil accountability for companies that conceal related party transactions, as evidenced by a recent case involving a listed company that failed to disclose related party relationships during significant acquisitions [1][2]. Group 1: Related Party Transactions - The company’s actual controller and chairman controlled both "Company A" and "Company B" since September 2019 but did not report related party relationships, leading to a 220 million yuan acquisition in October 2019 without proper review and disclosure [1]. - The valuation increase rates for the acquisitions were 269.38% for Company A and 7.89% for Company B, despite Company A reporting a net loss of 7.263 million yuan and Company B a net loss of 2.6597 million yuan in 2018 [1]. Group 2: Legal Framework and Recommendations - According to Article 22 of the Company Law, controlling shareholders and actual controllers must not harm the company's interests through related party relationships, and they should bear compensation responsibilities for any losses incurred [2]. - The article suggests that if related party transactions are found to have concealed relationships, companies should hold shareholder meetings to reassess these transactions, ensuring that related shareholders do not participate in the voting [2]. - If transactions have already been completed, investor protection agencies should evaluate the fairness of the transactions and initiate recovery procedures if economic losses are identified [2]. Group 3: Civil Liability and Evidence - The Civil Code allows for the annulment of contracts that are unfair due to concealed related party relationships, enabling companies to seek contract cancellation or damages [3]. - The board of directors or supervisory board should represent the company in litigation, and shareholders may initiate derivative lawsuits if the board fails to act [3]. - Strengthening evidence collection and regulatory collaboration is crucial, with regulatory bodies encouraged to secure key evidence during investigations and establish evidence-sharing channels with judicial authorities [3]. Group 4: Conclusion - The article concludes that beyond regulatory oversight, civil accountability must be reinforced to protect companies and investors from the consequences of concealed related party transactions [4].