The Legitimate Exercise Of Mechanisms Of Control Of The Company

Under the condition of modern market economy, as the company’ s rights core, corporate control is the main interest of all companies are competing for the object, which is the national company law and the company law the research emphasis and hotspot. And in this object, most of core is the company control exertion mechanism, namely, what principles should control in the company between each main body to undertake reasonable and effective configuration, as well as the control subjects in controlling the company to the legitimate exercise of the right of control. The article around this one theme, taken from practice to theory to practice law and economics method, combination method, the historical research method and comparative method, in order to enrich the theory of our country on the control of the research content, in practice to solve our country company control right the problem in the process, to promote our country’s healthy, efficient development. Through this analysis, the author thinks this important mechanism includes two aspects, namely, the internal mechanism and external mechanism. The internal mechanism is the company control right in the company shareholders, managers and stakeholders such as company level, all parties share state dependent configuration, while the external mechanism is to show market of control right, the internal mechanism of consolidation and unbalance remedies. Only combine the allocation of control rights and corporate control market organic can become a complete control of the company exertion mechanism.The full text is divided into four parts:The first part:"corporate control overview". Corporate control is the core of corporate governance, is the company’s shareholders, managers and other stakeholders are entitled to enjoy or on the company’s personnel appointment and removal of the right, the right to property management, business decision-making power and other resources to control or management state, this state has some right attribute and part of the power property. Company control right has three kinds of theory, one is based on the fiduciary duty theory of shareholders corporate control; the two is based on the principal agent theory of the operator to have a company to control right; the three is based on the theory of stakeholders. Stakeholders controlling the company.The second part:"the theory basis of corporate control right". The company controls the exertion of jurisprudence is on the basis of restricting power, ensure the fairness and justice and the realization of efficiency and equity; economic law is on the basis of the social standard principle of the economic law and the principles of democracy; the company is mainly based on the principle of equality and the correction of shares on the capital majority rule correction; civil law is on the basis of principle of public order and good custom and the principle of honesty and credit; legal economics basis are mainly the principle of efficiency.The third part:" the legal regulation of company control exercise". Control of the company the right to exercise the legal regulation has two aspects, one is the control of the internal configuration, the other is the market for corporate control, and corporate control regulation is mainly directed against the shareholders, managers and stakeholders, and the fusion of regulation. On the shareholders of the corporate control rights legal regulation has two aspects, one is the exercise of rights, mainly the shareholders’voting rights, proxy voting, cumulative voting and voting trust; on the other hand, in order to prevent the large shareholders abuse the control power and damage the company, shareholders or other stakeholders, mainly has the company personality denial system, have restricted the capital majority rule, the objection to the shareholders the right of redemption and shareholder direct action and representative litigation. Management has the control right of corporate legal regulation is two respects, for the protection of their rights, provided the collective decision-making rules, proxy solicitation and the business judgment rule; and in order to limit the abuse of power is the main application of the business judgment rule restriction and control market a powerful deterrent. On the stakeholders controlling the company the author reservations, considers that the current company practice did not exist, the interests of stakeholders through other pathways are protected.The fourth part:"the present stage of our company control right as well as the problems and Countermeasures to improve". The current law of our country, control of the company to exercise the right of regulation, but not mature; at the same time the practice as "state-owned" special existence and control of the company to the shareholders, managers and deviation deviation to two interactive phenomenon, and the market for corporate control should be improved. Aiming at this situation, the author thinks should from improve relevant laws and regulations and to develop and perfect the market for corporate control two aspects.