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The Study Of Actual Controllers' Legal Regulation

Posted on:2010-12-21Degree:MasterType:Thesis
Country:ChinaCandidate:J Y XuFull Text:PDF
GTID:2166360272993729Subject:Civil and Commercial Law
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Actual controller is an important concept in the corporate and securities legal system. As a miscellaneous provision, its role is to regulate those who has only rights but no obligations in the previously framework of the laws. In this sense, actual controllers, in the same way of other controllers, are at the core of the corporate governance structure. Actual controllers'legal regulation is important for companies in both theoretical and practical significance. So, the writer chooses it as a research subject, and discuss it from the following aspects.The first chapter is a general introduction of the actual controllers. First of all, the writer sums up the meaning of the corporate control rights. Second, she points out the Problems in the concept of actual controllers in Company Law of PRC and then amended it. Third, she sums up the types and standards of criterion of actual controllers.Chapter II is an explanation of theoretical basis and the value of the actual controllers'legal regulation. First, she discussed the theoretical foundation of it, pointing out that actual controllers should take the duty of loyalty. Second, she explained the value of the actual controllers'legal regulation.Chapter III is an analysis of the actual controllers'legal regulation in other countries, which has three main models, and all of which do not distinguish between"controlling shareholder"and"actual controller". The Three models have their own advantages and disadvantages, by analyzing them, we can see three main systems --good faith doctrine, related party transactions system and information discloses system.Chapter IV is a summary. First, it expresses an opinion that the actual controllers'legal regulation in China is particular. Second, by analyzing good faith doctrine, related party transactions system and information discloses system, the writer provides an overview of the normative system of the actual controllers'legal regulation in our country, and pointing out the problems in it. Finally, through learn from other countries, she put forward ideas to improve the actual controllers'legal regulation system in China.
Keywords/Search Tags:actual rights, Actual controller, legal regulation, related party transactions, information disclosure
PDF Full Text Request
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