Legal Identification Of Actual Controller Of Listed Companies

With the continuous expansion of the limited partnership in the capital market,it is more and more common for the limited partnership to become the controlling shareholder of the listed company,but there is no clear criterion for the ownership of the control right of the limited partnership.In practice,it is generally disclosed that the ultimate controller of the general partner is the actual controller of the limited partnership.This article plans to judgment of actual control system of legal concepts,standards and rules,through the rule of law in our country,Chinese and foreign relevant theory,characteristics of limited partnership,and some factors on concerns of the CSRC,the controlling shareholder is a limited partnership,the actual controllers of listed companies that rules are discussed.In the first chapter,this paper mainly summarizes the relevant concepts of the actual controller,the significance of identifying the actual controller and the way of actual control.Firstly,the concept of actual controller and controlling shareholder is introduced,and its specific meaning and problems are analyzed.Then it explains the significance of identifying the actual controller,mainly focusing on standardizing corporate governance,preventing monopolistic behavior,protecting the rights and interests of stakeholders and mobilizing investment enthusiasm.Finally,the actual control of listed companies is introduced,mainly including investment control,agreement control,personnel control and so on.In the second chapter,this paper mainly discusses the general criterion of the judgment of the actual controller and the special criterion when the controlling shareholder is a limited partnership.The introduction of general standard is divided into theoretical standard and legal standard.The theoretical standard part mainly introduces the legal control standard,potential control standard and substantive standard in American judicial practice.The part of legal standards mainly demonstrates the applicability and problems of each specific standard according to the existing laws and regulations of our country.When the controlling shareholder is the special standard of limited partnership,it emphasizes the influence of control intention and decision making institution on the determination of actual control right.In the third chapter,this paper mainly discusses the problems in judging the control right of limited partnership.It mainly includes the following three parts:the concepts of partnership execution right and control right are mixed,the partnership enterprise law of China has no relevant provisions on the actual controller,and whether the limited partners can obtain the control right of the partnership enterprise is controversial.In the process of explaining the above problems,the views and Suggestions of this paper are given in combination with relevant theories and legal provisions.In the fourth chapter,this paper summarizes the identification rules of the actual controller by synthesizing the arguments in the previous chapters.First of all,it should be judged whether the limited partnership has the will to control the listed company as the premise,and according to the commitment of the largest shareholder,the influence in the shareholders'meeting of the listed company,the board of directors and the withdrawal mechanism of partners.Secondly,based on the basic principle of recognizing that the general partner has the control right of the listed company,the special circumstances that may occur when the general partner is recognized to have the control right are introduced.Finally,the agreement of the partnership should be an important reference standard.In view of the fact that the partnership agreement of the limited partnership has too strong independent agreed authority,it should mainly demonstrate the decision-making mechanism,personnel mechanism,expulsion mechanism and other aspects agreed in the partnership agreement to judge whether it will affect the control power of the general partner,so as to determine the direction of the actual controller.