The Research On The Legal Issues Of Insider-control Under Corporate Governance

With the development of the socialist market economical reform in China, the research on modern corporate system was carried out step by step and the topic of corporate governance became popular. As a subsidiary subject of it, the insider-control became a hot potato, too.The self-control of corporate should be realized by its organ under governance, but the present legal model and the corporate organization supplied the potential possibility for the self-control alienation into the insider-control. And the separation of ownership and managerial power and the rational person supplied the positive connection for it. The path dependence of state-owned corporate entrusted it the special characteristic. The insider control has some reasonableness which could satisfy the seeking to efficiency. But it should be supported by the corresponding legal background. Otherwise, it would give rise to the insider-control obstacle.This article analyzed the legal reason of the insider-control and constructed the concrete legal regulation from three levels. The first level was the direct regulation to it, which focused on the protection to the real corporate will and the independent juristic personality. The second level was the indirect regulation by the supervision to the insider, which came from both the mutual insiders and the legal obligation and responsibility on them. The third level should be carried out by the participation of the outsider. Therefore, this part made different participating-designs counting different outsiders. These ideas mentioned therein were critique and propose to legislation and existed theory.