At the present practice in our companies, especially in the listed companies,controlling shareholders abuse their control under the background of "a dominant", whichleads to imbalance in the interests of stakeholders. Corporate control is a comprehensiveeconomic right, containing extremely rich content. It is the parties’ connection betweencompany’s rights and interests. Corporate control rights have two sides. Controlshareholders can increase their overall interest in the company, but on the other hand, theyare easy to infringe on the legitimate interests of the company, minority shareholders andcreditors. In the company, especially in the listed companies, the phenomenon thatcontrolling shareholders violation of the interests of minority shareholders and creditors arefrequent. It has the unusual significance to solve the problem of controlling shareholdersabuse of control. What the center of the problem this article around is how to controlcontrolling shareholders abuse behavior from the aspect of law for regulation.The first chapter is introduction. It’s mainly deals with the background of control ofcontrolling shareholders abuse and the significance of legal regulation.The second chapter is a basic problem of abuse of company control analysis. Thischapter first explains the controlling shareholders and their control. It expounds the controlof the specific construction form of abuse and analyses the cause of abuse of companycontrol. Controlling shareholders abusing their control, which causes a lot of objectiveexistence of inequality injustice phenomenon, use legal to rule and regulation theirbehaviors. When the cause of abusing control is not fully clear, we are eager to make thelaws. It’ll lead to the wasted effort. If simply decided that the behavior of the abuse is aboutshareholders abuse of equity, it’ll lead to more serious problems. So as the opening part ofthe article, the purpose of this chapter is to clarify the content of corporate control and thecontrol of the abuse of the basic problems such as morphology, genesis and so on. It’s toclear the research emphasis in this paper.On the basis of the second part, the third chapter talks about the basic theory oncontrolling shareholder’s control based on combining theory with detailed specification. Itry to provide theoretical basis for the problem from aspects of the principle of prohibitingabuse of rights, the principle of good faith and the principle of equality of shareholders.Controlling shareholders abuse their control, which violates these principles and fiduciaryduty.The fourth part in the article is about specific specification system to solve theproblem of controlling shareholders abusing their control power. The purpose is to correctthe mistakes made by the controlling shareholders and make them pay to make up for theloss of minority shareholders and the company. The direction of law improvement is to clear controlling shareholders fiduciary duty to restricting their behaviors, create moreconvenient judicial relief procedures for minority shareholders and urge the controllingshareholders to use their control right correctly by provisions of legal responsibility at thesame time. According to the idea of regulation, this chapter discusses the fiduciary dutyfrom aspects of the legal basis, particularity and the content. And I also analyze the reliefway for abusing of control from four aspects including improvement of the system ofshareholders’ voting rights, shareholder direct litigation representation, shareholder lawsuitsystem of representation and shareholder dissent repurchase claims.There are many ways for controlling shareholders to abuse control rights. Legalregulation modes should also be targeted. Improvement of the system of shareholders’voting rights aimed at controlling shareholders damaging the interests of the company andminority shareholders by resolutions. When the controlling shareholders abuse controlrights, based on the different ways of behavior, minority shareholders can sue to revokeresolutions or make it invalid. They also can launch shareholder representative litigation orchoose withdrawal. Finally the controlling shareholders should bear corresponding civil orcriminal liability. This article focuses on the civil liability to the company, minorityshareholders and creditors. |