| The issue of corporate control has become an important topic in the field ofcompany law, in the study of company law has a pivotal position. In reality, thebehavior of the abuse of the corporate control also have occurred, seriously infringedupon the interests of the company law related subject, affected the normal order ofoperations. Accordingly, the study of the abuse of corporate control has greattheoretical significance and practical significance.Although the research of the book has an immense number of books, however,understanding of the concept of corporate control, the academic circles has alwaysbeen unable to agree. so, in the first part of this article, the author focuses on thecontrol to the corporate, about the nature of the corporate control is defined as a person,or many people through the way of agreement or consensus, directly or indirectly to abusiness organization in the property, or the ability to control influences decisions, etc.This definition, is neither corporate control is understood as a kind of right, and not tobe treated as power, but due to the exercise of the right to control subject has a state.Point out its own for equity of dependence. And further research of exercisingcorporate control related theory, has established its legitimate exercise of relevantstandards. For later related research about the company’s control over abuse of thestage.The second part of this article, the author mainly to control abuse and its presentsituation is analyzed. Firstly，It demonstrates the root causes of the corporatecontrol abuse. Point out the starting point is to the interests of the shareholders of acompany control dispute conflict, while the agency cost problem is another root causeto induce the abuse of the corporate control. The focus is different, is a key factorbehind the interests. Secondly, the author for control analysis on the current situationof abuse, from two aspects of universality and individuality, and stated the presentstatus of the present control abuse, and sums up the special reason caused the presentsituation, from the political, legal, environmental factors on these two aspects illustrates the control of the abuse of the particularity of problem in our country.Finally, the constitutive requirement of the abuse of the corporate control, its aim is toestablish a relatively stable set of identification standard, is conducive to betterregulation for the behavior of corporate control abuse.The third part of this paper, the key lies in the regulation of the abuse of corporatecontrol to the company question discussion. The author thinks that we should makefull use of existing company law system to control the abuse of corporate control, andmoderate to complement the introduction of new regulations. Which, according to thedifferent means of regulation stage, according to advance defense system andafterwards control system for the regulation of the abuse of the relief system for thecompany listed (exclude voting system, system of voting trust, shareholder returnequity system, the principle of equitable subordination time, the company personalitydenial system, and shareholders forced dissolution proceeding). Analysis ofcharacteristics of different kinds of system, and introduces its function.In this article, the author use the legal theory analysis, comparative analysis,historical analysis and legal economic analysis methods; And the legal regulation ofthe abuse for its foothold, through the analysis of abuse of corporate control, andfurther analysis, lists the relevant legal system to regulate the abuse of corporatecontrol. The author hopes that this paper can help to regulate the behavior of corporatecontrol abuse. |
PDF Full Text Request