Research On The Controlling Mechanism Over Controllers Of Corporation Groups

Along with the further development and evolution of market conomy and institutions of corporations, and for a better adaptation to the requirement of socialized production and economies of sale, developing of more group corpoarations is becoming an exorable trend. To regulate the relationship among controlling corporations and dependent corporations, becomes one of the most basic and important ssues in the establishing of corporation groups institutions.Controllers of corporation groups abuse their authority, the behalf of dependent corporations, minority shareholders and creditors will be damaged. And the balance of corporation structure will be break. It will breach the arm of law to equity and justice. Modern corporation law not only admits that controllers have vantage ground on determining corporation affairs, but also restricts their actions. It also is this paper's objective.In the author's opinion, as the controlling shareholders of dependent corporations, controllers of corporation groups should take on fiduciary responsibility. In the paper, the controlling mechanism over the controllers of corporation groups includes three aspects. They are the limitation system of shareholder's voting right, the right system of minority shareholders and the liability system.This article is divided into four parts except foreword and conclusion.In Chapter1, the concept of controllers of corporate groups and control power abusing are explained. And the principle and frame of the controlling mechanism are presented by analyzing the necessity and easibility of restricting the controllers.In chapter 2, 3, 4, the measures taken to restrict or regulate the controlling-shareholders' abusing control power in other countries and districts are analyzed and compared. After studying and analyzing the local existing legal problems of corporation laws and regulations, the present corporation legislation situation in our country is critized. 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. These correlated laws and regulations are generalized as, the limitation of shareholder's voting right system, the minority shareholders' rights system, the remediation measures after the controllers abusing control power and the civil responsibility of the controllers.