Legislation Study On Restraining And Regulating The Controlling-shareholders Abusing Control Power

Recently there are several cases about listed corporation destroying the laws and regulations malevolently. These cases not only emerge in an endless stream and but also occur repeatedly and drastically. There are two reasons about this issue. On the one hand, based on Capital Majority rule, the controlling-shareholders who put up capital in maximum sum in corporation must possess the absolute control power. It is true that the absolute power must result in absolute corruption. So when the controlling-shareholders abuse their predominant voting rights for the purpose of seeking self-interests, they will probably infringe the entire corporation, minority shareholders and creditors. Furthermore, the structure of shareholders' rights is very concentrated in our state, the cost of their abusing control power is very low. On the other hand, The Chinese Corporation Law stipulate Capital Majority rule and confer shareholders control power, but until now no relate laws and regulations to restrict their power have been established. In author' opinion, under the existing Corporation Law system in China, the controlling-shareholders abuse their control power is inevitable.The dissertation is based on controlling-shareholders and their control power, adopts the research approach of comparative law, science of law economics, reviews and analyzes all the main legal issues. On the basis of analyzing the problems existed in our country' legislation, comparing and drawing on the experience of advanced legislation of western country, the author put up some proposals and suggestions. The title of the dissertation is "The Legislating Research on Restraining and Regulating Controlling-shareholders' Abusing Control Power". The dissertation consists of well-organized five chapters besides preface and a conclusion.In chapter 1, the concept of controlling-shareholders and control power abusing is explained. Because of their majority capital, it is reasonable and inevitable for them to perform control power in corporation. The author displays the necessary conditions about controlling-shareholders legally performing their control power.In chapter 2, the control behaviors of controlling-shareholders are analyzed in the point of view both in theory and in demonstration. In theory, the root of controlling-shareholders abusing their power is that the system of the corporation law itself is deficient and the author analyses these deficiencies deeply. In demonstration,there are various manners about the controlling-shareholders abusing control power, the author also generalizes these manners and explains in detail.In chapter 3, the measures which are taken to restrict or regulate the controlling-shareholders' abusing control power in other countries and districts are analyzed and compared. These correlated laws and regulations are generalized as follows: the confines of the controlling-shareholders' voting right, the restraint mechanisms on controlling-shareholders, the remediation measures after the controlling-shareholders abusing control power, the civil responsibility of the controlling-shareholders.In chapter 4, the legislation on controlling-shareholders' abusing control power is both confined and deficient in China, many important concrete rules and system are stipulated very limited or not established at all, even the level of the established laws and regulations is too low, most of them are administrative regulations. After studying and analyzing the existing legal problems of corporation laws and regulations, the present legislation situation in our country is criticized.Chapter 5 is based on the research and analysis of the four chapters above. In reference to the advanced legislation experience of other countries and districts, some concrete legislation proposals are put up in order to perfect the corporation law system of our country.