Study On Actual Controller On The Securities Law

Actual controller is one sort of controlling shareholders ,it means any person who is not a shareholder of a company but can control the company's acts through investment relationship, agreements or other arrangements. In china, many companies have actual controllers, they exercise authoritative and dominating influence over the companies'decision-making .If the actual controllers abuse their controlling-power, the interests of minority shareholders and creditors ,controlled companies would not be protected .So, how to restrict the controlling shareholders'behaviors is a important topic on the fields of the company law and securities law. As the most covert controlling shareholders, the actual controllers deserve more attention. Though the Company Law and Securities Law amended in Oct. 2005, but the effect of executing these amended Law is not enough optimism.This dissertation mainly focuses on four topics. The first canvasses the connotation of'actual controller', and the relevant background .Actual controller is a product when'corporate governance'has developed at an advanced stage. He could gain his private benefit from the run of the company because he is a substantial holding shareholder of a company , so it is the reasonable that the lawmaker takes more responsibilities on him.The second focuses on the duties of actual controller of the listing company on the information disclosure regulations Disclosure is the cornerstone of securities regulations, the disclosure regulations about the information of actual controller is the important part of them. The regulations of actual controller disclose duties are comprise of the first securities issuing disclosure, maintenance disclosure.The third focuses on the duties of actual controller on prohibition of insider trading .The actual controller must disclose detailed information concerning the controlled company. If he abused the insider information, the law takes civil liability and administrative liability, criminal liability on him.The last focuses on the actual controller's duties when he takes over a listing company or the formal actual controller's duties when he transfers the controlling power.