Legal Regulation Of Controlling Shareholders Abusing Control Power Of Listed Company

The problem of control power of Listed company is a very important issue in the process of perfecting the company corporate governance structure. With the continuous development of modern companies, the phenomenon that the rights of minority shareholders are violated by the control shareholders is becoming more and more common. Therefore, the regulatory of the controlling-shareholders' abusing control power and strengthen the protection of minority shareholders have become an urgent requirement of listed company.Practice in corporate governance, the principle of equality of shareholders is reflected by one share one vote principle of voting mechanism in general meeting, which is bound to the control status of the formation of large shareholders. As less vulnerable and passive position, minority shareholders' impact on the company's business decisions is also smaller. The same time, the dominant shareholders abuse control power damaging the company and other shareholders for seeking their own interests, Therefore, in order to protect the minority shareholders that enhance investor's confidence and enthusiasm, ensure stable and healthy development, we must take effective measures to improve minority rights protection mechanism.The lately-carried- out company law on January 1,2006 established a number of provisions to regulate controlling shareholders, but some contents still seem too principle to practice. This article try to carry on a discussion to the rules and regulations problem of controlling shareholders' power under the new legislative background.This text is divided into five parts, and summarized as follows:The first chapter attempts to build the theoretical foundation and the overall framework. According to the existing academic theories of control power of company, this paper defined the controlling shareholder and the corporate control rights clearly; On this basis, the paper distinguished control power from the abuse of power.Chapter 2 is divided into two parts. First, the causes of the abuse of the company control power are analyzed. Majority Voting is a basic principle, but implementation of this principle means shareholders could convert their own opinions into the company's, then the minority shareholders' profits will be lose if the controlling shareholder abuse power; besides, the lack of related systems of control also contributed to the abuse of one of the reasons intensified. Then the second part details the abuse of control of listed companies in China a serious situation, and thus leads to the discussion of the legal issues of regulatory control of the controlling shareholder.Chapter 3 focuses on the foreign legal regulation model of control shareholders. Using comparative method, the article analyses the shareholders obligation, minority shareholders rights and remedies after abusing control power.Chapter 4 analyses regulation control of the legislative status of controlling shareholders. Base on "Company Law ", protecting the interests of minority shareholders has been the important amendments all the time; and the revised "Law" also does add a lot of new clauses to protect minority shareholders. But compared with the foreign systems, there is a gap which needs further improvement.Basing on the research and analysis of the four chapters above, the last part refers to the advanced legislation experiences of foreign countries, that some concrete legislation proposals are put up in order to improve the corporation law system of our country.