Two subjects in company-law related to affiliated enterprise are not-an-arm's operation and information disclosure, these two subjects involves the law, economy and accounting's level. This thesis although is set out with the law standpoint, however therefore the two subjects are original to the economy development, belonging to accounting's realm up one important link, therefore, if the law standard isn't enough, then give complement through accounting's profession.
The not-an-arm's operations of affiliated enterprise include not- an-arm's transactions and disadvantageous operation. What is the not- an-arm's transactions？What is the disadvantageous operation？ This thesis doesn't learn to explain the law's meanings from the text right- eousness, and the accounting practices is in common use of the bargain type replace, and illustrate with example, so that, can make the reader understand easily not only and more, don't become besides empty. Press affiliated enterprise particularly chapter in order to develop whole economic benefit, the lawmaking allows controlling-company to make sub- ordination-company for be unsuited the not-an-arm's transactions and the disadvantageous operation. However, in order to avoid the control share- holder false by this legality is unsuited to the not-an-arm's transactions and the disadvantageous operation, with go a benefit to transport or steal out the enterprise's property, so that, the lawmaking rules and reg- ulations how prevent by illegal act got by these from, is this thesis's first topic. And the defensive system, besides “corporate governance” enhances, must rely on company-law, security-trade-law, and criminal-law all together.
The information disclosure of affiliated enterprise include mainly should draw up from subordination-company of relation written report and should draw up from controlling-company of the consolidated financial statement, this is the thesis the second topic. In the aspect of the information disclosure of affiliated enterprise, the first, should con- junction above transaction between affiliated enterprise, adopt "trans- fer pricing system” to measure transaction between affiliated enterprise whether for be not-an-arm's-length transactions or not, and adopt "management judgment principle” to judge whether have disadvantageous operation to subordination-company. In the meantime, should impose sub- ordination-company record all transaction between affiliated enter- prise, and keep important management data entirely, think from sub- ordination-company's few shareholders and creditor on the litigation easily with offer as proof to attain the purpose of lawmaking protection subordination-company's few shareholders and creditor. The second, in expression of the consolidated financial statement, this thesis is con- cerned about how to prevent controlling-company utilize not-an-arm's- length transactions, legal loophole and accounting standard not enough strict etc. manipulate income, try to cover up the long-term deficiency or illegal act. USA's “ENRON case” and Taiwan's “BO DAR case” etc., is make use of above-mentioned of skill with cover up the long-term deficiency or illegal act. How to revise legal standard and draw up strict accounting standard to prevent manipulate income is another an important topic we will face.
Affiliated enterprise legal theory is basically to observe from “economic substance relation”. Include the identification of control- ling-subordination relation, the identification of not-an-arm's transac- tions, and draw-up the consolidated financial statement etc. all should apply to “emphasize economic substance relation, ignore legal form”. That is suitable to accounting profession “emphasize economic substance relation, ignore legal form” concept.