Legal Regulation Of Actual Controllers

With a highly developed modern economy, company play a more important role in the economic activities day by day, it promote globe economy greatly However, actual controllers always empty companies which were controlled by them through illegal guarantee, related transactions; bully shareholder and creditor with their superior status; obtain huge profits by insider information. These behaviors not only infringe upon the legal rights of the companies, shareholders and creditors, but also disrupt the market, pose a potential threat to social stability, so the legal regulation for actual controller is extremely urgent. Base on control right, this paper discusses the legal regulation of actual controller from following four parts.The first part points out the phenomenon which actual controllers infringe upon the legal rights of the companies, shareholders and creditors are very universal in actual economic life from a specific case, calls for immediately legal regulations. Then it explains the great significance of legal regulation for actual controllers from three aspects. Firstly, it will promote right and duty of actual controllers to be united. Secondly, it will prevent actual controllers from infringing upon the legal rights of others. Thirdly, it will regulate the governance structure of corporation, ensure the control right of companies will be used appropriately. The second part defines actual controller in law, firstly, it explains the concept of actual controller and makes comparative analyses with others, controlling shareholders, related parties, managers, concerted action people etc. Secondly, it points out actual controllers use three methods which are voting power, contracts and others to control company. Lastly, it elaborates how to judge actual controllers from standard and method.The third part especially presents main regulation models and systems in other countries and briefly introduces existing situation about the legal regulation of actual controllers in our country. The regulation models in other countries have three types about "control center","enterprise group center" and "director center", meanwhile, the legal regulation of our country also has three characteristics of establishing the system with the center of related transactions and information disclosure, legislating the special laws to regulate actual controllers, progressing in the responsibility object.The fourth part analyses the shortcoming of our existing regulation system and proposes some suggestions to perfect it. It mainly includes three aspects about general provisions, specific regulations and relief system, especially elaborates the connected transactions, information disclosure and voting power elimination system.