On Controlling Shareholder Rights Abuse Legal Limit

The controlling shareholders is a special group in the company law in China.There is no law about the controlling shareholders abuse of right. We can only learn the relevant provisions for directors, supervisors and executives. The article suggests clearly the concept of controlling shareholders from legal and establish the obligation of the controlling shareholders; Strengthening and improving the rights of minority shareholders In order to prevent the controlling shareholders abuse there controlling; At the same time we should further enhance the relief measures after the controlling shareholder abused right. The measures include two kinds. One is legal action,the other is non-legal action.By the way of using civil law, commercial law and other relevant laws theory in this paper, combining abuse control power of the controlling shareholders In the development of the company, analysis and other methods to analysis all kinds of reasons and the phenomena about control power. The paper mainly discusses the method that how to limit the abuse of the controlling shareholders, giving suggestions in order to limit controlling shareholders legislation.This article is divided into five parts. The first part is determine the concept of the controlling shareholders. At the same time distinguished between the approximate concept.In the second and third parts, the paper analyses all kinds of reasons of the controlling power and the interest conflict between major shareholders and medium and minor shareholders. In this part, the paper not only focused on the rationality of the capital majority rule, but also emphasized the negative effects——highly centralized control of the controlling shareholders. Finally, the balancing means were raised respectively to tackle the problems of the interest conflict.In the fourth parts, the empirical analysis on typical control of shareholders' rights abuse made specific analysis, mainly on the three angles; dividend distribution; affiliated transactions; corporate control transfer,to show the existing that many controlling shareholders abusing control in our company at present. In the fifth part, according to the reality of our country, the papers provides some suggestions in accessing system. First shall be established in theory the controlling shareholders obligations, Second, analysis and evaluation method of the now restricted in the existing legal system under the framework, and put forward the corresponding improvement advice.