董事、高管与公司之间的交易,存在明显的利益冲突。它们表面上是两个主体之间的合同关系,但实质上一方可能受另一方操纵,合同未必反映真实的市场价格。公司法禁止董事、高管与公司订立合同或者进行交易,除非事先经公司章程或股东会、股东大会同意。法律限制的是董事、高管直接与公司进行交易,而司法实践提出的问题是,董事、高管的亲属或其亲属控制的公司与本公司缔约,是否也须遵循上述规范? There is a clear conflict of interest between directors, executives and the company. They are ostensibly contractual relations between the two parties, but in essence one party may be manipulated by the other and the contract may not necessarily reflect the true market price. Company Law prohibits directors, executives and companies to enter into contracts or transactions, unless prior by the company’s articles of association or general meeting of shareholders, general meeting of consent. The law restricts directors and executives from directly dealing with companies. The question raised in judicial practice is whether directors, senior management relatives or companies controlled by their relatives should also comply with the above norms.