On the validity of regulating the self-trading behavior of directors of limited liability companies
Paragraph 4 of article 148 of China's former Company Law has a number of deficiencies in regulating the validity of directors'self-dealing behavior in limited liability companies.By analyzing the legislative thinking of the new Company Law of 2023 and judicial decisions,it is found that the provision should be defined as a regulatory norm,and the validity should be determined by integrating procedural and substantive factors.Combined with domestic and foreign specific legislative experience,the construction of validity determination rules should contain three aspects:procedural validity rules,substantive validity rules and legal effect in case of directors'self-dealing violation.Procedurally,it is necessary to clarify the attribution of the approval right and improve the information disclosure rules and voting right exclusion rules,and substantially,it is necessary to clarify the main body of the review and the content of the review.In case of violation of the law,if the procedure is illegal,it should be determined separately according to different degrees,and if the entity is illegal,it should be regarded as null and void,so as to realize the regulation of directors'self-dealing violation,and to safeguard the fairness of the transaction and the interests of the company.
directors'self-dealingconflict of interestprocedural validitysubstantive validityobligation of loyaltyregulation
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