董监高与其任职公司间的自我交易,因与董监高负有的忠实义务相违背,所以传统公司法对此严格禁止。但是,董监高与公司间的这种交易有时对公司反而是有利的,所以在特定情形下应承认此种交易的效力。即这种交易如果在程序上是依照“安全港程序规则”实施的,或者交易的结果对公司而言实质上是公正的,那么就应当从法律上确认董监高与公司间的这种交易的效力。虽然我国新公司法对于董监高的自我交易行为,从程序规则方面进行了一定程度的完善,但缺乏实质公平的司法裁判标准,需在以后的司法解释或法律修改时进行必要的完善。Self-dealing between directors, supervisors, and the companies they serve is strictly prohibited by traditional company law because it goes against the fiduciary duty that they owe to the company. However, such transactions between directors and the company may sometimes be beneficial to the company, and the effect of such transactions should be recognized in certain circumstances. That is, if the transaction is implemented in accordance with the “safe harbor procedural rules”, or the result of the transaction is substantively fair to the company, then the validity of the transaction between the director and the company should be legally confirmed. Although the new Company Law in China has improved the procedural rules for directors, supervisors, and senior executives engaging in self-dealing, it lacks a fair judicial adjudication standard in substance, which needs to be further improved through future judicial interpretations or legal amendments.
