The Controlling Shareholders Of Listed Companies In Our Country Of Legal Regulation Of The Abuse Of Control Study

The problem of controlling shareholders abusing the controlling power has been a hot issue to the academic research. There are controlling shareholders in majority of our listed companies, especially state-owned listed companies. Because of controlling shareholders have the dominance, the lack of checks and balances, the imperfect of the corporate governance structure, which all provides a convenient unconscionable for the controlling shareholders. In practice, the legal regulation is imperfect, the phenomenon of the controlling shareholder abuse of the right to vote, violations transactions with related party, embezzlement and misappropriation the listed companies’assets, fraud and other acts against the company and the interests of minority shareholders emerge in endlessly. The start of the new Companies Law in2006made a significant progress in the regulatory control of the Controlling Shareholder by introducing many foreign advanced systems and practices, but due to imperfect legislation and the responsibility system, the problem of controlling shareholder abuse controlling power is still very prominent in listed companies.To perfect the legal regulations of controlling shareholders abusing control power is one of the core issues on promoting China’s further state-owned enterprise reform, improving the performance of listed companies and maintaining the healthy development of the stock market. At the same time, it can also improve the management level of the listed companies in China, so as to enhance the attraction and vigor of the capital market, and give full play to the capital market optimize resource allocation function, to protect investors’legitimate interests, especially medium and small-sized investors."This paper mainly uses legal analysis, historical analysis, the empirical analysis, comparative analysis, legal economic analysis method and so on. Around the legal regulation of controlling shareholder’control power, this paper the main divided into three chapters to discussed this problem, and the third chapter is the main content of this paper.The first chapter, the author main sort out the legislation of controlling shareholders in china, pointed out that the progress and shortcomings of existing legislation to the system. Then the author analysis the reasons listed companies controlling shareholder abuse of controlling power, and found that due to the dominance, the lack of checks and balances, lack of Results of imperfect corporate governance and external constraints, regulation is the main reason that controlling shareholders abuse the power.The second chapter, the author introduces the American and German legal regulation system. The American regulation on the relation transaction, information disclosure and group procedure and German regulation on related company are good reference for our country on the legal regulation of controlling shareholders.The third chapter, the author analyzes the perfect of the legal regulation on controlling shareholders of listed companies abusing control in China. First, the author thinks that the fundamental solution to this problem should perfect the corporate governance of listed company structure and improve the inspected the management system, the establishment of a modern enterprise system, Advice to set up department’s NPC inspected management supervision.In the substantive law, mainly through restrictions the controlling shareholders’ voting rights, the balance powers of small and medium shareholders, etc in advance of the defensive regulation. The author suggest perfecting shareholder’voting rights of agency system, development the information disclosure system. We should learn the relationship report system from the German and the United States’financial regulatory laws of torture. For the theory basis of controlling shareholders’obligation of good faith, the author did not approve of most scholars view that which basis on the trust relationship. The author think it can be explanation by Honesty and credit principle, banned abuses of accrual principle and unified principle in our civil law. The conten、violation and relief of the principle should distinguish between specific behavior, should be careful with the duty of care.And in procedural, the author mainly analysis two shareholder litigation system, and Suggest expanding the direct action, and procedure into group litigation system, so as to provide some smooth the remedies of legal channels for small and medium shareholders. Finally the author puts forward to build the controlling shareholders behavior responsibility system, we should strengthen the civil liability of the controlling shareholders, perfect the remedy mechanism, strengthen the administrative responsibility and the effectiveness of regulation, and strengthen the criminal regulation, to promote the implementation of the new criminal law amendment, improve the controlling shareholders violation cost. Finally perfect social supervision mechanism, and give full play to the restriction role of public opinion.