上市公司与控股股东间的关联交易隐含着巨大利益冲突和法律风险。法律并不禁止关联交易,但需要对关联交易的公平性加以规制。公平性包括交易条件的公平和决策程序的公正。在《公司法》层面,违反决策程序公正的关联交易决议是可撤销的;而在《合同法》层面,一项交易条件显失公平的关联交易合同,也是可撤销的。 Related party transactions between listed companies and controlling shareholders imply huge conflicts of interest and legal risks. The law does not prohibit related party transactions, but the fairness of related party transactions needs to be regulated. Fairness includes the fairness of the terms of the transaction and the fairness of the decision-making process. At the level of “Company Law”, the related party transaction resolution that violates the decision-making procedure is revocable. On the contract law level, a related party transaction contract that is obviously unfair is also revocable.