Research On The Law Of Transnational Corporation Control Rights Transaction

The governance of transnational corporation is much different from the corporation governance of other kind because of the foreign elements. There existed much more complicated principle-agent relationship in the transnational corporation, and the power attributed between the shareholders and the managers is apparently unbalanced. The shareholders have more and more weak control on the managers, and the long distance between the two parties caused the shareholders know little about the corporation and the managers. Because of these reasons mentioned above, the transaction of corporation control rights seems very important in the field of corporation governance. This article holds the precondition that the transaction of corporation control rights can improve the governance of transnational corporation, and is aimed at the research goal of prompting and regulating the transaction of corporation governance. Based on a comprehensive consideration of all the important legal problems related to the transnational corporation control rights, a conclusion is made that the most fundamental and pivotal legal issues are the subject of corporation control rights transaction, the transaction mode and the price determining mechanism, which will be addressed in this article. The article can be divided into five parts:In the first part, the content and definition of control right is discussed at the beginning. On the basis of comprehensive research on control rights transaction from the viewpoints of economy, management, and jurisprudence, a new definition of control rights transaction is made. Then, the article made an introduction to the origin of the theory and the operation logic of control right transaction, and its rrunning legal characteristics. Considering of the difference between the ordinary corporation governance and transnational corporation governance, this part are discussing the focal point and especially of the transnational corporation governance, and makes a conclusion that the control right transaction is a useful tool of prompting transnational corporation governance.In the second part, after analysis of all kinds of subjects who may hold the control rights of transnational corporation, summarizes that the shareholder is the holder of control right. Then, the article summarizes that the fiduciary duty is the most important law affairs. This article holds the view that the shareholder should be exerted appropriate fiduciary duty, to make sure that the control right transaction can bring into utmost effect. At the end of this part, the article gives out some suggestion of regulating the fiduciary duty of the shareholder. In the third part, compared with the practice in China, the article introduces four main forms of control right transaction, and analyzes its law characteristics, and then analyzes the problems existing in the due course, and at last gives out the suggestions of dealing with these problems.In the forth part, this article discusses the standards of price determining mechanism first, and compared these standards in the following. Then, introduces the mode of transaction, and points out the problems of law in this field, and give out the resolutions. At last, this part focused on the information disclosure during the transaction process.In the last part, this article summarizes the main contents of the whole article, and abstracts the main view about the transaction of transnational corporation control rights.