Related Party Transactions in East Asia

Abstract

Related party transactions (RPTs) exist in most countries, including developing countries as well as those already developed. RPTs may take place on an ad hoc basis, or routinely. Routine RPTs are commonly found in a corporate group structure and pose tougher regulatory challenges than ad hoc RTPs do. The degree of prevalence of RPTs and the shape of their regulation vary country by country, reflecting differences in their corporate governance environment. Stated reversely, a glimpse into the actual regulation of RPTs may shed light on essential features of the corporate governance ecosystem of a particular jurisdiction. This is a chapter for Luca Enriques and Tobias Troger, eds., The Law and Finance of Related Party Transactions (Cambridge University Press, forthcoming). The purpose of this chapter is to examine, from a comparative perspective, the status of RPTs and their regulation in three East Asian countries, namely Japan, South Korea and China. This chapter will primarily focus on routine RPTs involving large listed firms – which will serve as a convenient window through which to view the complex world of corporate governance in the three aforementioned countries. This chapter proceeds as follows. Part II sets out the theoretical framework which serves as a basis for the ensuing discussion. It will address basic perspectives and conventional strategies employed to deal with RPTs. Part III entails a brief survey of the current status of RPTs and the regulatory structure in each jurisdiction. It will first present basic RPT-related data, and go on to outline substantive constraints, procedural constraints and disclosure requirements applicable to RPTs. Based on this survey, Part IV will attempt to make some general observations from a comparative perspective. Part V will offer a conclusion.