Control Of The Company And Minority Shareholders To Protect

This paper mainly studies the issues concerning the corporate control and the protection of the minority shareholders. It starts from the analysis of the inevitability of the shareholders' (esp those major shareholders) control over company and the insurmountable weak points of the shareholders. Then the writer illustrates that the power of the major shareholders should be properly exerted and it is necessary to protect the rights of the minority shareholders. In the end, some measures to improve the the legal protection mechanism are proposed.In chapter one, the writer points out that the core of the corporate governance is the corporate control, which is an economic rights derived from the rights of the shareholders. The model of control structure differs in accordance with proportion of shares held by the shareholders. Thus the corporate governance differs. In order to figure out who should be in charge of and exert the corporate control in the process of the corporate development, the writer studies some western classic theories of corporate control and analyzes the evolution of the corporate control structure in practice. It shows that the theories and the structure of the corporate control differs in each era. The companies have experienced shareholders-orientation, board-of-director-orientation, managers' revolution and shareholders' revolution. And finally, it is shareholder-oriented once more. By comparing the Anglo-American Model and German-Japan Model in corporate governance and analyzing the recent trends of corporate control development, the writer points out the fact that the independent director institution and the shareholder-orientation have been highly embodied in the corporate control and governance and predicts that the corporate control and governance model tends to be integrated. So the conclusion is drawn: while the major shareholders play a positive role in the corporate governance , it is necessary for them to exert the control properly.In chapter two, it starts from the classic proposition of " separation of ownership and...