On Legal Regulation Of Occupying The Funds Of Listed Corporation By Major Shareholders

It is not an uncommon phenomenon that some major shareholders use their advantageous position to occupy the funds which damaged the interests of the corporation and minority shareholders in China' listed corporations. Academia studies of the phenomenon of illegal occupation of company funds of major shareholders are often limited to the level of government regulation. Such as whether these major shareholders should bear civil liability to other shareholders and company creditors and how to carry these liabilities? However, there is no clear relative stipulation in china existing laws. This paper attempts to give a preliminary thought of reasonable regulation of the occupation of the majority shareholder of listed companies funds from the point of view of protecting small shareholders and company creditors.The full text is divided into introduction, body, conclusion , a total of more than 18,000 words, In which the body is divided into three parts.In the first part, the author defines the concept and introduces the manner of large shareholders' occupation of company funds. First of all, the paper introduces the narrow and broad sense major shareholders' occupation of company funds and this paper adopts the broader sense. Secondly, in according to whether the funds occupied has the reality of transaction, the present paper distinguishes the behaviors into two types: direct and indirect occupation of funds. Finally, through analyzing the behaviors of the occupier of funds, the present paper deduced liabilities which they should bear from the nature of the occupation of the major shareholder.In the second part, the present paper introduces the reality, consequence and its root. A large number of cases and statistical data are sufficient to show the harm and seriousness of the occupation of major shareholder of China's. The author believes that the following reasons accounts for the major shareholders' occupation of company funds by analysing the problems from all directions. Existing regulatory system which regulates the major shareholder is low in rank, narrow in the scope of application, rules crudely, lack of specific operational requirements of civil liability, leading to the major shareholders' illegal occupation of the cost of capital is too low. major shareholders is lack of fiduciary duty to minority shareholders. Controlling shareholder interests conflict to the interests of minority shareholders .Because of this, the author of the present paper puts forward the legal regulation of the major shareholder of the funds envisaged by the occupierIn the third part, the author gives specific initiatives of how to regulate the illegal occupation of the major shareholder. The author holds that it should be engaged in before the guard and relief mechanism after major shareholders of the funds to carry out occupation regulations. Prevention in advent, China's "Company Law" should be introduced in minority shareholders holding the fiduciary duty to shareholders and thus derived from the protection of minority shareholder litigation system and Perfect listed system, standard the related party transactions. Remedy afterwards, it is important to improve corporate funds in the relevant personnel to civil liability, civil litigation system and corporate governance.