Research On Corporate Control Right

As the core issue of the study of corporate control and the corporate governance in this recent a hundred year, corporate control, which presents the process of decision-making and the external validity, includes amounts of systematical rules. In China, controlling shareholder infringe upon minority shareholder's interest frequently, this phenomenon occurs in corporations , especially in listed companies, debate on this issue in the judicial practice has special significance. Using concept analysis, jurisprudence and economic analysis, comparative analysis and other research methods, with various disciplines learnt from theoretical resources, this paper attempts to research the conception of corporate controllability from legal perspective. The paper consists of four chapters.The first chapter called"the analysis of law of corporate control". With semantic analysis and normative analysis, the paper definite the concept of corporate controllability as a combination between power and right, between the possibility and reality of making decision, daily governance and taking out financial policy.It's a combination of"autonomy"and"right", which influences the financial affairs ,decision-making and management systematic ally. Based on this concept, this paper introduces main morphology of corporate controlling in detail.The second chapter called"the background of formation of corporate control". As a concept derived from economic area, comparing legal and economics research methods, this paper introduces the formation of concept in economics, management and finance area. According to the study of economic theory, it's obvious that the formation of the corporate controllability based on the enterprise theory. It can be seen as an achievement of the study of the border within enterprise and market. Management studies, from the purpose of the enterprise and enterprise's management angle control of the company to make more outstanding contributions; financial research is from corporate restructuring ways, pay attention to corporate control market establishment and regulation of company control.Chapter third called"the reaction of company law of the corporate control". Rooting on the first part, this chapter focuses on legal regulation of company control. Firstly, defining the territory of corporation law is to solve the enforcement issue of corporate control. Corporation law's characteristics, construction, and purpose all belong to the category of legal enforcement, requiring by law to make clear the mandatory rules. Secondly, within the corporation internal government, corporate controllability mainly solves the"agency"problem including cost and risk; at the same time, as a legal technology, controllability has also become a national rule in order to control company. Last, the arrangement of corporate control rights is the core of corporate governance. Drawing lessons from alien system, introducing specific control strategy to realize the protection of the interests of shareholders would be the legal goal in order to protect the interests of small shareholders and related non-shareholders.The fourth chapter"practical analysis and measures of Chinese Listed Companies—the practice of corporate control ."Through researching the manifestations and causes of Chinese listed companies, The interests of small shareholders are against by big shareholders, in order to according the need of protecting the stakeholders based on the principle of" shareholders first", using the allocation of corporate control strategy and countermeasure, put forward corporate control rights measures and legal improvement scheme for protection of whole shareholders interest ,minority shareholders and stakeholders The conclusion---- the way of a comparative approach to the philosophy of law.Through researching the question of corporate control, we find, the corn of this question is the company itself, especially how to thinking the company in the view of legal perspective .About the compare, is this a evidence or result? we should think from philosophical aspect ,can we go out of the dilemma of corporate control. Thus the method of case judgment by the common law judges, as well as the code by he continental law, to unity constructs in a corporate control theory.