Related party transactions

This chapter examines related party transactions (RPTs), explaining their prevalence across jurisdictions and their potential to facilitate both value creation and shareholder expropriation. It distinguishes between RPTs and tunneling, showing how dominant shareholders may use RPTs to extract private bene ts while recognizing that some RPTs serve legitimate business purposes. The chapter analyses key regulatory approaches to mitigate tunneling, including prohibitions, procedural safeguards such as independent director and majority-of-the-minority approval, mandatory disclosure, external independent advice, and ex post judicial review. It stresses that these measures depend on effective enforcement institutions and a business culture that rejects tunneling as an acceptable practice. Finally, the chapter concludes that without experienced regulators, active judicial oversight, and market actors committed to fair corporate governance, legal reforms targeting RPTs cannot prevent minority shareholder expropriation.