The Study Of Actual Controllers' Legal Regulation

Based on company control, this paper discusses in three aspects as the overview of company's control and actual controller, the present situation of legislation and improvement suggestions. Preface part illustrates the realistic foundation and research significance of this topic, and briefly introduces the research methods applied in this paper.The first part is the overview of company's control and actual controller, including the concept and characteristic of control, the concept of actual controller, the standard of the judgment and type analysis. Control directly or indirectly exerts a dominant influence on company's management and policy decision, which can be based on both legal norms basis and preexisting facts. Actual controller, besides company's controlling shareholder, is a kind of people who realistically hold actual control of company's behaviors through investment relations, agreements or any other arrangement. Actual controller is different from controlling shareholders, operators, affiliates, persons acting in concert and other legal concepts. In practice the standard of dominate possibility can be used to make judgments by tracing equity relations, reviewing the board structure and some other methods.The second part of this paper analyzes our country's legal regulation mode and the standard system of actual controller. Our country adopts independent regulation mode of actual controller which is clearer and more direct compared with other modes, but if the foundation system is not perfect, it is easy to cause a lack of legislation of supervision. After years of efforts, our country's legal norm system of actual controller has already begun to take shape, including a series of norms and regulations centering on the connection transaction system and the information disclosure system. But there are also defects, such as the lack of general provisions of actual controller, the imperfection of specific behavior rule system, the liability of control abuse and the improving and implementing need of relief system etc.The third part is the suggestions of perfect our legal system of company's actual controller. Based on the second part's analysis and conclusion, this part puts forward corresponding improvement suggestions. For general provisions of actual controller, it is suggested to redefine the actual controller concept, to know clear the judgment standard, to stipulate the obligation of the Faith Principle of the actual controller, and to perfect the responsibility configuration. For the existing problems of the connection transaction system and the information disclosure system, the author of this paper also puts forward the corresponding suggestions. For the protection and relief of victims of control abuse, this paper also puts forward such suggestions as the piercing the corporation veil is applicable to the actual controller, learning the Deep-Rock Doctrine and the creditor subrogation system.The conclusion summarizes the main viewpoints of this paper.