Legal Regulations Of The Exercise Of Corporate Control In The Post-Non-Tradable Share Reform Era

Generally researches on corporate control include two aspects: static internal configuration and dynamic external transfer. Nevertheless, a crucial point has to be concerned for both of these two aspects, namely, how to design an effective system to prevent misuse of the control in the exercise of rights, which would be caused by pursuit of benefits inappropriately in trades.This thesis focuses on the study of regulations of the legal system, the post non-tradable share reform era as its historical background; and it discusses how to perfect the legal system to be more innovative, under such external circumstances, to ensure every controlling subject excises rights rationally.In the post-non-tradable share reform era, characteristics of China's listed companies exercising their corporate control are as follows: Firstly it mainly focused on the exercise of corporate control, and the corporate governance structure was running inefficiently; Secondly the control mechanism for exercise benefits was completely fragmented, small and medium-sized shareholders was looted; Thirdly the method of exercise control was too simple, merely focusing on the control of the company itself.Also, as the share reform furthers into China's capital markets more and more, the overall exercise of control status for the country's listed companies has changed, as it faces new challenges whilst the control environment has been improved: the exercising subjects of the control right emerge dispersion trends; corporate governance structure has been optimized; corporate control mechanism for the exercise is in some convergence of interests, however the conflict form of interests between large shareholders and small medium-sized shareholders is getting more complex; and the way to exercise control turns to the dual control which involves both the company and the market.Based on the above analysis, the basic framework of this paper is as follows:The first part is Preface. This sector mainly covers the background of the topic to be discussed, and its significance; researches on the topic and some related concepts, literature review for the situations at home and abroad. The second part is the legal basis for companies to exercise corporate control appropriately, from the legal, civil, economic laws, to company laws; a comprehensive analysis from four levels would provide a solid theoretical foundation for this paper.The third part is the share reform and the analysis of exercising corporate control over of listed companies. It describes basic characteristics of the exercising corporate control in the non-tradabe share era. The share reform which ends China's capital historical reality that is "different stock prices for the same stock", also has a greater impact on the exercise of corporate control over the company.It is followed by the fourth part: an analysis for the existing legal systems in the post non-tradable share reform era. On the subject of the emergence of new questions of the exercise of corporate control in the post non-tradable share reform era, it expands from the perspective of regulating activities of the controlling shareholders, protecting rights of the mid-small shareholders, promoting the development of the capital market, to examining the existing legal system of the country for its regulatory system limitations.The fifth part discusses about how to perfect the exercising legal system of corporate control in the pre-non-tradable share reform era. This includes four aspects: the exercising of corporate control and the system of general meeting of shareholders; the exercising of corporate control and the system of the board of directors; the exercising of corporate control and the system on management level; and the exercising of corporate control and the system of the board of supervisors. This thesis tries to give some recommendations to perfect the corresponding legal systems throughout these four aspects.The sixth part goes for conclusion. It summarizes the main points. Through this study, the main conclusions include the foliowings: In the post-non-tradable share reform era, exercising corporate control faces new challenges, the regulatory system of corporate control has defects, legal system should be adopted to improve the system of general meeting of shareholders, board of directors system, managers system and the board of supervisors.