Research On Actual Controllers’ Legal Regulation Of Public Company

With the development of the company system in our state,the “actual controller”of the company has emerged as a subject that actually enjoys the control of the company.When our state revised the company law in 2005,the notion of actual controller was incorporated into the legislation for the first time,aiming to bridge the gap between the legally structured corporate governance structure and the actual development of the company,so that the entity that actually controls the company can assume The corresponding obligations and responsibilities.because of the actual control of the company,the actual controller of the company occupies a core position in the corporate governance structure.The existence of controlling shareholders is a normal phenomenon of listed companies in our state.The abuse of rights by controlling shareholders to damage the rights and interests of the company and tiny and medium shareholders has repeatedly occurred.because of the emergence of actual controllers,the problem of abuse of company control has become more prominent.Established on the particularity of the actual controller and the listed company,this article takes the legal regulations of the actual controller of the listed company as the research topic.Starting from the notion and characteristics of control rights,established on the special status of control rights in corporate governance,the actual controller,the de facto manager of the company,brings out the impact on the current corporate governance,and then emphasizes that it is very necessary to pass laws on it.Regulations,by systematically combing through our state’s current legal and regulatory system on the actual controller of listed companies,trying to further explore the improprieties on this basis,and finally come up with our own superficial ideas about the actual controller.Except of introduction and conclusion,this thesis is divided into the following parts:In the first part,the thesis first mainly analyzes the issue of company control rights,frame the research scope and clarify the academical background for the subsequent development of the actual controller legal regulation.Understand the development of control power and understand why control power can occupy the core position of corporate governance.Then it discusses the existing notion of actual controller in our state,and points out the shortcomings of the notion of actual controller in our company,and finally serves the specific identification of actual controller,that is,firmly grasps the key points of "actual dominance of the company" and aims at different Types of actual controllers shall be identified in specific cases established on actual conditions.In the second part,this thesis conduct further research on the academical basis of the legal regulation of the actual controller of the listed company.The first section discusses the actual needs of the legal regulation of the actual controller of the listed company.Development plays a key role.As the key cornerstone of the development of the securities market,listed companies share weal and woe.In view of the abuse of power by actual controllers of listed companies,further regulation by law is urgently needed.The follow section discusses the academical basis of the legal regulation of the actual controller of the listed enterprise,from the notion of consistency of rights and obligations and substantive justice in jurisprudence to the principle of good faith and the prohibition of abuse of rights in civil law.Regulations provide sufficient academic support.The last section provides some reference and experience for the further regulation of actual controllers in the state by sorting out the regulatory theories and practices of company controllers outside the territory.The third part,established on the existing legal and regulatory system of the actual controller of listed enterprises in our state,reflects on the deficiencies of the existing regulatory system.The latest amendments to the Securities Law have brought us some enlightenment.The actual controller is included in the scope of the subject of illegal acts,strengthens the corresponding obligations of the actual controller of listed companies,and greatly increases the amount of penalties for illegal acts,thereby helping to deter relevant illegal acts.In comparison,the company law is slightly lagging behind,and the regulation of the actual controller of the company is obviously insufficient.It only stipulates in principle the prohibition of related party transactions and the avoidance of voting rights.The actual controller is obviously insufficiently emphasized.The upper legal standard of the company law The deficiencies greatly hinder the effective application of other normative documents,resulting in weak regulation of the actual controller,and the actual controller continues to commit crimes against the wind,but it is still not a major problem.Finally,it attempts contrapose the existing deficiencies in the legal regulations of the actual controllers of listed enterprises in our state,and expect corresponding suggestions for progress.The actual controller of a listed company’s exercise of corporate control has a certain degree of objectivity and rationality,and it has become an established fact.It should strengthen the status of the legal subject of the actual controller of the listed company,grant rights while not forgetting the constraints of obligations,because listed companies There is a de facto fiduciary relationship between the actual controller and the company and other shareholders.The fiduciary duty requires the actual controller to perform loyal and careful obligations to the company and other shareholders.Those who violate their obligations shall promptly pursue the relevant liabilities for breach of trust.As far as the injured party is concerned,the shareholder derivative litigation and legal personality denial system provide an effective mechanism for protecting the rights of litigation for tiny and medium shareholders and creditors.