Legal Regulation On The Abuse Of Control Rights Of Controlling Shareholders

There are four chapters in this article.The first chapter mainly discusses the legal concept and standard of the majority shareholder、controlling power、the related party、actual controllers. This chapter is divided into two sections, the first section mainly discusses the standard of majority shareholder and the difference between the majority shareholders and the controlling shareholder. The second section mainly summarizes the meaning and the legal characteristics of the controlling power.The second chapter briefly discusses the causes and the consequences of the majority shareholders abusing the controlling power.The third chapter is the focus of this article, this chapter is divided into three sections. The first section discusses the main forms of the majority shareholders abusing the controlling power and the related legal regulations:the unfair related transactions, the unfair asset reorganizations, abusing right to choose managers, the illegal guarantee, illegal occupying funds, depriving the minority shareholders’ right to get dividends, through increasing capitals to dilute the rights and interests of minority shareholders, insider trading, market manipulation, false statements; the second section mainly studied the general provisions and the judicial reliefs about the regulation of the majority shareholders abusing controlling power in our country, such as the principle of prohibition of abusing right, the system of board of supervisors, the director compensation system, the independent director system, the direct shareholder litigation and the representative shareholder litigation system; the third section mainly analyzes the defects of the present legal regulations and the judicial relief.The fourth chapter presents the advices:clearing the majority shareholder’s fiduciary duty, transferring the corporate governance structure from "shareholder meeting center doctrine" to "the board of directors center doctrine", strengthen and establish the independent director system, establish the full-time supervisors system, strengthen the equity repurchase rights of dissenting shareholders, strengthen the cumulative voting system, strengthen the disclosure obligations of the majority shareholder, pay more attention to the Articles of Association.