Abstract

In joint-stock companies, the separation of ownership and management facilitates capital mobilization and efficient corporate operation, but it also increases the risk of conflicts of interest among the company, its shareholders, and persons exercising managerial authority or controlling influence over corporate affairs. One common manifestation of such conflicts is self-dealing transactions, in which personal interests or the interests of related persons are prioritized over those of the company. Such transactions may adversely affect corporate assets and operations and may also infringe upon the lawful rights and interests of shareholders, particularly minority shareholders. Based on an analysis of the relevant provisions of the 2020 Law on Enterprises, this article clarifies the relationship between conflicts of interest and self-dealing transactions, examines shortcomings in the existing control mechanisms, and proposes recommendations for legal reform aimed at enhancing transparency, improving corporate governance, and strengthening the protection of shareholders’ lawful rights and interests in joint-stock companies.

Keywords: Conflict of interest, corporate governance, joint-stock companies, related persons, self-dealing transactions, shareholder protection.