The Controlling Shareholders Compulsory Legal Issues Research

In recent years, the practice of controlling shareholders in the company with controlsystem of "capital majority decision" abuse cases occur repeatedly,They often depends on thecompany and the interests of minority shareholders, use hand control to intervene in thecompany’s management and decision-making, using a variety of means to meet the demand oftheir improper benefit;Not only seriously damage the interests of minority shareholders andthe company, and influence the development of the company healthy in the long run.In orderto prevent the controlling shareholders abuse of rights to protect minority shareholders and theinterests of the company, two big legal systems of many countries have established the controlsystem of shareholder obligations, in practice is solved properly caused by controllingshareholders abuse their rights to company internal dispute.Although China’s current"company law","securities law" there are provisions on controlling shareholders’obligations,But the rules are too principled, in practice is not conducive to the specificoperation,In addition, our country legal science theory research on controlling shareholderobligations are not mature, so the practice of controlling shareholders abuse of power in thesolution of the problem is not very ideal.That controlling shareholders obligation is stillpresent in our country is of great importance to research a topic.To this end, the author cancontrol shareholders’ obligations related problems are studied. This article altogether isdivided into four parts:The first part for controlling shareholders obligations of general issues.This part, thearticle firstly discussed from controlling shareholders on the connotation and denotation of theconcept of controlling shareholders, and then analyzes the content of the controllingshareholders, after the brief analysis of the controlling shareholders’ duty of generation anddevelopment process.In my view is that controlling shareholders means can directly orindirectly to the company’s management or decision shareholders that have a decisiveinfluence.Content contains two aspects: its obligation is a duty of care and duty of loyalty,duty of loyalty is the core part;Traditional company law theory is that the body of the obligations shall be the company’s directors, managers, and involves less thanshareholders, with the development of social economy, the company and the interests ofminority shareholders by controlling shareholders abuse case, more and more people begin tofocus on controlling shareholders abuse of control, which in turn, with constraints, a directoror the general manager of obligations imposed on the controlling shareholders.This alsoexplains, the control system of shareholder obligations is legal positive response to real life.The second part of the theoretical basis for controlling shareholders’ obligations.Thispart is divided into the main part of the article, the article first introduces the basic theoryabout controlling shareholder obligation.Respectively from the Anglo-American law systemand continental law system in the theory of controlling shareholders’ obligations, analyze thebasic theory of controlling shareholders’ obligations, sums up the controlling shareholders isthe ultimate master of corporate control, when they misuse of corporate control harm theinterests of the company and its minority shareholders, it should be to give compensation forthe losses to the company and its minority shareholders.After the analysis of the theoreticalbasis of the controlling shareholders’ obligations, respectively, from the jurisprudence theory,the theories, and discussing the theory of company law to find the basis. Then, the author alsogives control shareholders’ obligations for some of its own analysis summary.The third part of the obligation of law about control for outside shareholders.In thispart, the article first of all, from the perspective of the extraterritorial law for controllingshareholders and obligations are analyzed, respectively from the Anglo-American law systemand continental law system to analyze representative countries, Anglo-American law systemis mainly the United Kingdom, the two companies in the United States system is relativelyperfect.Civil law is mainly analysis in Germany, Japan, South Korea, and Taiwan’s rules.Through the study of these outside method, find out their respective advantages anddisadvantages, and then carries on the analysis, the summary, hopes to perfect our country thelegislation obtain some enlightenment and reference value.The fourth part for our country about controlling shareholders problems and perfectduty law.Into article key parts in the department, in this part, the part based on the aboveanalysis, bedding, this part begins with the analysis of the company law in our country and thedepartment rules and regulations on controlling shareholders’ obligations situation existing problems.Main problems including principled provisions not unified and defects in legislativelevel is low, the regulation object, needs to improve legislation regulations lack, the relief waythis four parts.Then, the article aiming at the existing problem of controlling shareholdersobligations stipulated conditions, puts forward the improvement Suggestions from multipleaspects.Key recommendations include clear obligations on the controlling shareholders andimprove the system of voting rule out substantive law, strengthening the minority shareholderrights, perfect the system of shareholder lawsuits, strengthening the civil liability of thecontrolling shareholders.Impose obligations on controlling shareholders is reasonable intheory,. But to be clear, the controlling shareholders on the shareholders can’t reckless bearobligations to restraint, in a fair and impartial treat the behavior of the controllingshareholders exercise their powers, balancing the interests of the company each participationmain body.