Research On The Legal Regulation Paths Of Controlling Shareholders' Abuse Of Control Rights

Controlling shareholders' abuse of control rights is a corporate governance problem,and it is also a phenomenon of global companies.Providing effective remedy rules for suppressed shareholders is an important task of company law.The controlling shareholder controls the company through its own management of the company or through the directors and senior management of the company.The exercise of the controlling shareholder's control right,if the control right is abused beyond the borders of the law,will often damage the legitimate rights and interests of the company,minority shareholders and creditors.At home and abroad,there are generally two paths of direct return and indirect regulation of the behavior of controlling shareholders' abuse of control.China currently controls shareholders' abuse of control rights through a direct regulatory path,but its effect is not significant,it has insufficient overall effectiveness of regulation,high relief thresholds,and it has certain limitations.This paper compares the regulatory paths of controlling shareholder abuse of control rights outside the domain,and proposes that the combination of direct and indirect paths is required to control shareholder abuse of control rights through dual paths.The dual path regulation embodies the basic principles of company law,which is conducive to the company's continuous independent development and also to the protection of the interests of small and medium shareholders and creditors.In improving the direct regulatory path for controlling shareholders 'abuse of control rights,the responsibilities of controlling shareholders should be clearly defined,the coverage of the mandatory information disclosure system should be appropriately expanded,the application of dissolution proceedings and the circumstances of shareholders' withdrawal should be increased.In terms of improving the indirect restrictions on controlling shareholders' abuse of control rights,the behavior of company directors should be strictly regulated,the civil compensation mechanism for directors' liability in China should be implemented,thedirectors' liability should be combined with the control of shareholders,and the trusteeship of the board of directors should be strengthened.Reasonable allocation and regulatory control,which promote the formation of the company's best governance mechanism,have significant theoretical and practical significance.