The Study On The Legal Issues Of Infringement Of Listed Compan's Controlling Shareholders In China

Controlling shareholders exist in the majority of joint stock company, especially in the listed company. The balance of interests which between the shareholders will be upset because of the existence of controlling shareholders, and thus will make the equal idea of shareholder shake. Controlling shareholders hold stock more than other shareholders, So Company's control power belongs to them. The ascendancy maybe be used to inroad the profits of shareholders who hold the medial or small stock for themselves interests. The phenomenon of inroad the interests of shareholders is very serious at present. Before the reform of share-merger, the main representation of controlling shareholders' infringement are mendacious and remove the contribution of capital, disclose mendacious information, take up the found illegality, take advance of the guarantee of listed company. after the reform of share-merger, the main representation of controlling shareholders' infringement are control the distribution of bonus, revitalize assets, pay vast cash. The infringing act not only influence on the investor's confidence seriously, but also disadvantage of listed company's normal operating and the market's perfection. The main reasons of the infringing act are defective the system of tort liability, imperfect system of information's disclose, haven't perfect supervision and lack of rational investment.The legal rules of controlling shareholder's tort liability are zillion, but them exist in the kinds of legal documents. There are lots of problems about of them. For example, the function of law is making much of punish but not the compensation. In addition, they are short of compensation for damage of infringement. The causes of the infringement of legal rules are the legislative background of Securities Law, more criminal and less civil's notion.At present, with respect to the serious infringement of controlling shareholders who are in the listed company, we should perfect the legal rules of the tort liability. Concerning the substantial law, we should insist on the principle, as pay more attention to the compensation for damage of infringement, tort liability and administrative responsibility, criminal liability can go hand in hand. With reference to be responsible for the compensation for damage of infringement, the rules should make the forms, amount, and time limit of compensation clearly. With reference to procedural law, we suppose to perfect the burden of proof for legation, to make the legal remedy is favorable to the shareholders who are hold stocks which less than controlling shareholders, and enhance the authority of judicial review of People's Court.