董事自我交易，因与董事负有的忠实义务相违背，所以传统公司法对此严格禁止。但此种交易并非一律对公司不利，在满足一定条件下应允许该种交易的存在，即程序上符合“安全港规则”或符合实质“公正性”标准的情况下即认可自我交易的效力。我国公司法对此种交易的限制也做了明确规定，但这些规定内容稍显粗陋，存在不足之处，将来修改公司法时应予以完善。
Directors’ self-dealing is strictly
prohibited in the traditional company law because it is contrary to the duty of
loyalty of directors. However, such transactions are not uniformly bad for the
company, and the existence of such transactions should be allowed under certain
conditions, that is, the validity of self-transactions should be recognized if
they conform to the procedural “safe harbor rules” or the substantive “fair”
standards. China’s company law has also made clear provisions on the
restrictions on such transactions, but the content of these provisions is a bit
crude, there are shortcomings, the company law should be revised in the future
to improve.
