The Study Of Actual Controllers’ Legal Regulation

With the rapid development of market economy, the emergence of actualcontrollers is an inevitable phenomenon. The emergence of it is in order to cover theshortage between the model of the corporate governance structure and the reality,making the people who master the corporate control rights assume the correspondingobligations and responsibilities. As the body of the exercise of the corporate controlrights, actual controllers are at the core of the corporate governance structure. Actualcontrollers’ legal regulation has important significance to improve the structure ofcorporate governance and prevent the abuse of corporate control rights and protect theinterests of the company, shareholders and interest relevant parties. The writerchooses the actual controllers’ legal regulation as a research subject of this paper, anddiscusses it from four aspects.The first part is the general introduction of the corporate control rights and actualcontrollers. First of all, after the analysis of the oversea corporate control rights, shediscusses the connotation and legal natures of the corporate control rights, andcompares it with the similar concepts, through searching for the development of thecorporate control rights. Second, based on the corporate control rights, she discussesthe concept of the actual controllers and points out its shortage. At the same time, shecompares it with the similar concepts and summarizes the judging standards of it.Finally, she discusses it in the way of type analysis, in order to identify it accurately.The second part is the necessity of the actual controllers’ legal regulation,including theoretical foundation and the value of the system. Firstly, she discussesthat the actual controllers should take the duty of loyalty from two aspects ofsubstantial justice and good faith. Secondly, she discusses the value of the systemfrom three aspects that the balance of the rights and obligations of the actualcontrollers, the infringement interests prevention of relevant parties and theimprovement of the structure of corporate governance.The third part is the evaluation of the actual controllers’ legal regulation in ourcountry. Different from other countries, our country regulates the actual controllersindependently, distinguishing it from controlling shareholders. First, by analysis theactual controllers’ legal regulation in other countries which do not distinguish between accrual controller and controlling shareholders, she points out the necessityof the independent regulation system. Then, she introduces the systems of the actualcontrollers’ legal regulation in our country and points out its shortages.The forth part is the advisements that could improve the actual controllers’ legalregulation. Firstly, she considers that to perfect the essential regulation of the actualcontrollers is the primary task. Such as, integrate the concept of the actual controllers,improve the judging standards and procedure of the actual controllers and regulate therights and obligations of the actual controllers. Second, she points out that improvethe actual controllers’ legal regulation from two aspects of the connect transaction andinformation disclosure. Finally, she discusses the improvement of relief system of therelevant parties from three aspects that to expand the system of negating of JuridicalPerson, the litigation system of shareholder derivation and the subrogation right of thecreditors of company.