The Regulation Of Controlling Shareholders’ Controlling Power In The State-controlled Listed Companies

The listed companies carry critical roles in the world economy. In the listed company, the regulation of controlling shareholders’controlling power concerns the interests of company and other bodies, even the stability of social economy, which makes it crucial in the worldwide company law. From the point of comparative law, there are two major modes:the market-oriented mode, which is popular in the ocean law countries and the relation-oriented mode, abounding in the civil law countries. In the former mode, the regulation of controlling shareholders accomplished in the form of the director’s fiduciary duty system. In the later mode, how to strengthen the ordinary shareholders’ability in the fight with the controlling shareholders comes to the crucial point. In compare with the long history of modern company intuition in other countries, the modern company system is just in the infancy and plays the formal significance in our country. In the listed companies, the regulation of controlling power becomes non-sense, the abuse of controlling power turns to be normal, and harms the interest of ordinary shareholders, especially in the state-controlled listed companies. For the complex historical background of state-owned enterprises, the arduousness transform from planned economy to market economy of our company law, the author choose the state-controlled listed company as the objective. Based on the changes between the before-and-post equity division reform, we need to take into account seriously the development of modern company governance of state-controlled listed companies and how to balance the interests of bodies concerned. Three measures should been taken to change the situation:the establishment of director-oriented company governance system, the reform of shareholders’voting right and the advancement of shareholders’lawsuit intuitions.From the point of how to regulate the controlling shareholders’controlling power, the issue contains six parts:The first part gives the introduction of conception of controlling shareholders, based on the three kinds of standards, states and criticizes the regulation of controlling shareholders in our company law.The second part settles the theoretical basement in two points:the necessity of mandatory rules in the jurisprudence, the amendment of majority-capitalism in the company law.The third part shows the listed company’s controlling power situation in Britain, USA of the market-oriented mode, and the Germany, Japan of the relation-oriented mode from the comparative law point, from which we can draw the practical experience.The forth part focuses on the different situations of the regulation of controlling shareholders-controlling power in the state-controlled listed company before-and-post equity division, and points out the challenges and opportunities in the post-equity division era.The fifth part suggests the intuition of how the accomplish the regulation of controlling shareholders" controlling power in the state-controlled listed company in three paths:the establishment of director-oriented company governance system, the reform of shareholders’voting right and the advancement of shareholders’lawsuit intuition.The sixth part plays in the role of ending words, and emphasizes the importance of strengthening the power of ordinary shareholders to fight the controlling shareholders, only in which way can we protect the interests of all kinds of shareholders.