Regulating Related Party Transactions During the COVID-19 Crisis

Abstract

Related party transactions ("RPTs") are frequently used as a tool for siphoning off value from a company, but they can also be an efficient instrument for assisting firms. The trade-off between stopping value-decreasing RPTs and promoting value-increasing RPTs requires lawmakers to seek an optimal balance, relying on several contingent factors. This paper highlights the strong interdependency between RPTs regulation and economic changes. After the 2008 crisis, policymakers have enhanced minority shareholders' control over RPTs, considering their involvement as the most effective safeguard against tunnelling. During the COVID-19 crisis, governments have introduced exemptions to the rules on RPTs, even if they might weaken minority shareholders' protection. The reason is that firms face dramatic liquidity shortfalls due to the pandemic, and RPTs can be a vehicle for providing finance to distressed companies, avoiding a wave of bankruptcies that would be dangerous for the economy. Thus, RPTs regulation has been tweaked for adapting to the new economic environment, and these legal changes, in turn, could affect the economic recovery.