The Company Actually Control Human Legal Issues

Looking from the various countries'actual judicial practice, we can find that: many companies'real controller is no longer the superficial shareholder; the real controller conceals the controlling status by various means, then abuses the control power. Therefore, it's significant in theory and reality to perfect the company law, to study the real controller roundly, to inspect the effect over the market and countermeasure after the company is controlled, and to reinforce the legal control on the real controller. The new company law has established the definition of real controller for the first time, and has established a series of rules to balance the benefit between the real controller, the small and medium shareholder and creditor. The thesis studies the legal problem of the company's real controller by the semantic analysis, the comparative analysis and the positivistic analysis:The first chapter discusses the meaning and extension of the real controller. It analyzes the connection between the ownership structure, the financial system, the market mechanism and the distribution of real control power. Meanwhile it considers that in our country the company real control power is held by shareholders and administration authority. Finally, the real controller is classified into two kinds according to the source of control power.The second chapter demonstrates that it's necessary to control the real controller legally based on reality and theory. And it establishes the macroscopic and microcosmic standard of control.The third chapter discusses the legal control rules along four ways: duty of good faith, independent director system, accumulative voting system and relief after event. It discusses the legal regulations of other countries and china, and then suggest on them.