The Study On Legal Regulation On Actual Controllers

Actual controller plays an important role in the corporate governance. It is a transparency provision, to regulate those who have rights but no obligations in the laws. Therefore, the regulation of actual controllers is important for perfecting corporate governance structure, preventing the possibility of abuse of control and safeguarding the rights and interests of companies, shareholders and other related subjects. The main content of this paper includes:Chapter ? is a general introduction of the actual controllers. First, corporate control is the power of controlling the company's resource. Economics and law, based on the different methods of discipline, has carried on the different analysis to the formation of corporate control, and three kinds of control configurations. Second, on the basis of the understanding of corporate control, I need to analyze features of actual controllers, determine the actual control standard and analyze the reason of the actual controllers abusing of control.Chapter ? is an analysis of the regulation problems of the actual controllers in our country's law. Our country has formed its own pattern in the regulation of actual controllers. But there are insufficient:definition is not scientific, concrete system is imperfect, responsibility system is not comprehensive.Chapter III interprets the theory support of actual controllers'regulation. First, I explain the regulation of actual controllers from the perspective of fiduciary obligations. Actual controllers'fiduciary obligations have its own characteristic and different content for companies, shareholders, creditors. Second, the law regulates actual controllers from the perspective of company contract theory, avoiding actual controllers abusing power in concealed way to evade the law. Third, I Introduce several main regulation pattern of actual controllers in the world to provide a reference for our country's legal construction.Chapter IV is to further perfect our country's related legal system of actual controllers and put forward some ideas. Regulating actual control is of great significance, to reconfigure the company law, to perfect the corporate governance structure and to protect the legitimate rights and interests of related interest subjects?On the concrete system content, first of all, we need Perfect the provisions of the substantive law, clearly define the concept of actual controllers, specify the actual control of fiduciary obligations. Second we need implement the relevant system in the procedural law, increase the processes associated with actual controllers, and perfect the information disclosure system of actual controllers. Third, according to the requirement of party autonomy, we need increase constraints in terms of actual controller in the relevant contract agreement to strengthen the supervision of actual controllers. Finally, we need Improve the system of relief, establish the review standards of the actual controller to breach fiduciary obligation, allow direct responsibility to investigate actual controller, perfect shareholder derived litigation and introduce the creditors subrogation system.