The Study On The Constraint Mechanism Of Controlling Shareholders In Corporate Governance

Most of China’s joint-stock company,because of the special background, There isprevalence of controlling shareholders. Controlling shareholders as the company’s capitalmajority, hold the control of the company. They make a decision or other act，not fromthe interests of the entire company, but pursue their own interests. Controllingshareholders is entirely possible that just in order to achieve control of the company,regardless of the interests of the company. In reality，the controlling shareholders to useits dominant position against the interests of minority shareholders are commonoccurrences. GuoMei battle for control is a typical case.Therefore, at present, thecontrolling shareholder of the existence of inevitability, we must admit a certain extent,the rationalityof its existence. However, considering the small and medium shareholders’equityvulnerable to the controlling shareholder abuse, the establishmentof the controllingshareholders of the restraint mechanism is particularly necessary.In the introduction, I believe that GuoMei’s battle for control of only a microcosm ofthe controlling shareholder abuse,building a the restraint mechanism for controllingshareholder has profound practical significance in the present.The full text is divided into the following sections:The first part is an overview of the controlling shareholders.The first is the conceptof controlling shareholders to.On this basis, I first confirmed the rationality of theexistence of controlling shareholders and made a brief analysis, then discusses thehazards of controlling shareholder abuse, explained the necessityof constraintscontrolling shareholders’ rights, which leads to the discussion below on how to build acontrolling shareholder constraint mechanism.The second part is to build the constraint mechanism of controlling shareholdersfrom the controlling shareholders and minority shareholders of mutual checks andbalances. The main idea is that in view of the strong position of controlling shareholdersin stock companies, by restricting the control of shareholders’ rights and to give minorityshareholders the necessary rights, ultimately, the strength of both sides is in a balancedstate，to prevent the abuse of the controlling shareholders’ rights. The third part is to build the constraint mechanism of the controlling shareholdersfrom improving the corporate governance structure.I thinks that the controllingshareholders to abuse the control power has exposed China’s corporate governancestructure defects, such as independent directors are not independent,the board ofsupervisors system does not work. Therefore, this part is mainly discussed from theimprovement of the system of independent directors and board of supervisors system,through the improvement of corporate governance, strengthen the controllingshareholders abuse of supervision.The conclusion part summarizes the full thesis, I thinks that the construction of thecontrolling shareholders restriction mechanism is a system project, but also a continuousimprovement process, should To investigate the mechanism of various effectivecombination from our country ’s specific conditions, thus truly to curb the controllingshareholders abuse of rights, maintaining the interests of small shareholders action.