Research On The Legal Regulation Of Corporate Control In China

Under the domination of the traditional concept,due to the big shareholders hold shares in the relatively more shares what determines the degree of shareholders of the company's control,so the control of the company by big shareholders hold the ants.In recent years,the company controlling shareholder constantly manipulation of corporate control,led to the unscrupulous companies especially the listed company's founding shareholders control,one of which affected the normal operation of the company,a serious threat to the healthy development of the market economic order,even for China's social market economy also caused a bad influence.In order to solve this serious situation,we must restrain and correct the control of the company from the Angle of legal regulation,so as to help it develop in the direction of the social and economic development of our country.However,the practice has proved that the legal regulation of corporate control in listed companies in China has not been able to meet the development requirements of modern enterprises.Especially in the specific legal regulation,the domestic legal regulation relatively immature,many regulation has been out of the need of current economic development in our country,unable to provide advanced system support for modern enterprise,the operation of the system of independent directors and board of supervisors system appears bottlenecks.In addition,the lack of participation rights of minority shareholders and the problems of company information disclosure are difficult to effectively deal with in the practical world.Therefore,the author attempts through detailed combing the related concept,combined with China's 2015-2017 wide attention of theory and practice of vanke group and the treasure can control fights,further analysis of the problems existing in the control practice in our country and the present situation of legal regulation,and in the company law legislation,corporate governance and corporate governance system to build China's legal system of corporate control.Apart from the introduction and conclusion,this paper consists of four parts:The first part is the basic theory of corporate control.First of all,this paper discusses the connotation of corporate control,points out that the corporate control is a kind of idea and power combining collectively,simply is the concept of state power to concepts of autonomy and rights,and then to influence corporate managerial decision-making ability ofinstitutionalization and standardization.Secondly,it points out that the control of the company must clarify the relationship with the controlling and management right of the company.Thirdly,it introduces the theoretical basis of the control system of the company,and the complexity of the theoretical foundation is the complexity of the legal regulation of corporate control.The second part is the status quo of the legal regulation and the analysis of the existing problems.First of all,will be the cause and effect of vanke and treasure can control for are introduced,especially the depth analysis of the reasons-is the capital in the use of modern enterprise system to maximize its interests.Second,according to all dispute this practice in the real case,with the analysis of the legal regulation of corporate control one by one,pointed out that at present,the main problems of the company control system,then the lack of protection for founding shareholders,the board of directors and board of supervisors to weaken to clear,and the problem of information disclosure to lay a good foundation for the perfection of the subsequent legal regulation.The third part discusses the practice of the legal regulation of the control of foreign companies and the enlightenment to our country.First of all,the analysis of the United States,Germany,Japanese companies control the characteristics of legal regulation,such as the United States the founding shareholders of system protection and to double ownership structure for the characteristics of equity to become an effective means of corporate control balance the interests of all parties;German companies control the characteristics of legal regulation,mainly through the balance of company ownership,control and supervision,to balance the interests of all parties,it is based on the limit to achieve the purpose of the benign development of the company;Legal regulation,the characteristics of Japanese corporate control is the Japanese company's equity structure is given priority to with legal person share,between legal persons have a relatively stable shareholdings,Japanese cross-shareholding between legal person is not for the purpose of stock dividends,more see is through the influence of a stake in the company's decision to achieve the goal of in taking a stake in the company have certain voice.Secondly,summarized foreign companies control law regulation,mainly including due to the deviation of the shareholders' committee to establish the shareholder meeting center doctrine,incentive system,and through innovation of directorsand supervisors supervision mechanism and perfecting information disclosure system.The fourth part is about the perfection of the legal regulation of corporate control in our country.First of all,the increase in the company law firm control over the content of the legal regulation,because in the creation of the company at the beginning of the founding shareholders pay great efforts,so given the founding shareholders of the corresponding control.In the role of the minority shareholders in the control of the company,they have always been in the weakness of the system design,so they should protect their participation right.Second,in the corporate governance structure to strengthen the related regulations of corporate control,such as through the system design enhance the independent status of company directors,directors executing mechanism,and gradually perfect the system of business partner.Finally,strict control in the relevant provisions of the regulatory system in China,such as the scope of the disclosure of appropriate expansion,increase the intensity of violation of information disclosure,and establish a fair and transparent elections supervisors and incentive evaluation mechanism.