A Research On Scope Of Actual Controllers Of The Liability For The Company

It begins with the actual controller and its impact on the company.Firstly, according to the concept of actual controllers,I, as the author,reconstructed the actual controllers define standard: "control" means one can control and manipulation of the company when it comes to the major issues of the operation and management activities.Actual controllers can be typed into actual controllers based on investor relationship, based on contractual relationship, the actual controllers based on trust relationship, and based on the personal relationship.Secondly, the actual controllers influence the formation of the meaning of the company by manipulating the shareholders' committee resolution and the board of directors resolution; the actual controllers affect the meaning of the company by manipulating the company legal representative and deputy.Next,research on three major theoretical basis that actual controllers bear liability for the company's behavior: first, the extension of faith obligations, faith obligation has extended from the directors, executive officers to shareholders and actual controllers; the two are not exactly the same. Shareholders' faith obligations derived from economic theory. As long as one party behavior affect each other's interests,he is the trustee of the other. In the self business, shareholders always consider their own interests, which demonstrates that economic theory permeate the law. And the actual controllers shall assume the same faith obligations as executive director because of the fact that they often make correlation methods such as manipulation of the directors and executives. second, causation theory, actual controllers, in some cases, cause the company's behavior; third, because of fairness and justice actual controllers should bear liability for the company.The third part, mainly discuss on the border of actual controllers who should bear liability for the company. With the defects of existing responsibility framework for the part, I analysis the components of the liability actual controllers should bear for the company: on one hand,we consider what kind of liability should the actual controllers bear for the debt of the company' behavior; on the other,we discuss on what kind of liability should the actual controllers bear for the illegal behavior of the company.Briefly discuss the actual controller's administrative liability for the company.mainly discuss on whether the actual controllers in corporation law can be classified as the main body of unit crime.Lastly, give some suggestions: a. expansion of personality denial system; b.the introduction of "shadow director" system; c. specify the verification responsibility of listed companies.d. promote the criminal law and corporation law of harmonious and unified.