Listed Companies Of Actual Control In The Laws Of The Tort Liability System

The emergence of corporate enterprises is the landmark of the history of the development of enterprises. The term Company Law was firstly issued in 1993 and has been revised twice in 1999 and 2004. In 2005, it was completely revised and re-released. However many Chinese companies are operating in a non-standard manner, the company law theory of China is lagging behind. The Company Law, as revised in 2005, put forward the concept of the actual controller. After five years' practices, do the relevant rules of actual controller still match the need of the practices in China? This thesis focuses on the actual control of China's tort liability based on the cases of 39 and Feitian case, and its relevant legal mechanism has been discussed as below.Chapter one is a brief introduction to the term of actual controller. It includes the occurrence of the control power of companies, the meaning and characters of Chinese companies especially of actual controller of listed companies. Firstly, the author analyzed the control of the company's objective necessity and the advantages of proper exercise. Then it addressed the meaning of actual controller of Chinese present company law and analyzed the types of actual controller of Chinese listed companies. Finally it discussed the characters of the occurrence and development of the actual control of Chinese listed firms.Chapter two focuses on the specific analysis of the substantive law of the actual controller. Firstly it put forward the types and forms of the Infringement of actual controller with some basic cases. Then it extended deeply into theory from practice discussed the obligations and responsibilities of actual controller based on legal basis. And then the author clarified the concept of actual controller under the present Company Law and analyzed the various forms of actual controller in listed companies of China. Finally, the author analyzed the characters of the formation and development of the power of actual control in listed companies of China.In Chapter Three the author has made a detailed analysis of the Civil Procedures Law of the actual controller tort. Firstly it made sure the importance of the Civil Procedure Law to protect the rights of public shareholders. Secondly, the analysis of civil relief to the relevant mechanisms and emerging issues has been made based on the civil procedures in connection with the stock market-related mechanisms. Then the author began to discuss the relevant mechanisms and emerging issues of stock market-related civil procedure. Further analysis has been made on the details of shareholder representative litigation in company law to make sure the importance and key roles of shareholder representative litigation during the process of investigating the actual controller tort. Finally, the author puts forward to some recommendations of improving the tort liability system on the basis of the Securities Law, Company Law and Civil Law.