Study On Expropriation Of Controlling Shareholder In *ST Gaosheng

In the development of China,the occupation of minority shareholders and companies by controlling shareholders is difficult to prohibit.In the exploration behavior,the controlling shareholder and the executives are mostly engaged.*ST Gaosheng is a typical enterprise that is on the verge of delisting due to the illegal guarantee and the controlling shareholder’s capital occupation.The interest encroachment behavior makes the *ST Gaosheng in trouble.Taking it as a case,this paper analyses the motives of the controlling shareholders and executives,the conditions for the controlling shareholder to collude with the executive,the way in which the controlling shareholder and the executives collude to pursue the interest encroachment,the consequences of the conspiracy of controlling shareholders and executives to engage in profit encroachment and how to prevent the controlling shareholder from cooperating with the executives to carry out the exploration.These are all urgent problems to be solved in this article.Firstly,this paper summarizes the current situation of domestic and foreign scholars’ researchs on the collusion of controlling shareholders and executives from four aspects: the motive of collusion,the factors of collusion,the way of collusion and the way out of collusion.Secondly,through the principal-agent theory,the information asymmetry theory and the benefits of control theory,the paper analyses the motivation of benefit explorations.Then,this paper analyses the collusion of controlling shareholders and executives from the conditions,motives,and ways of benefit exploration.Finally,based on the above analysis,this paper puts forward countermeasures to prevent the collusion of controlling shareholders and executives from three perspectives: the company,minority shareholders and external supervision.This paper believes that:(1)In order to alleviate the debt crisis and maintain the control power,the controlling shareholder has the motive of collusion.(2)In order to seek more private benefits the executives have the motive of collusion.And in order to implement the exploration successfully,the controlling shareholder appoints his partners to control the important positions of the directors,supervisors and executives to form their own interest alliance within the company,which makes the corporate governance mechanism ineffective.In addition,there are defects in the external regulatory environment,which provides conditions for the subsequent behavior of usurping interests of the controlling shareholders and senior management.(3)The controlling shareholders and the senior managers take advantage of the way of misappropriation out of operating funds,illegal related guarantees,and disclosure of information on acquisition of inferior assets to misappropriate the interests of the company and small and medium shareholders.In the end,the controlling shareholder and the executives get huge private benefits,but the interests of the company and the minority shareholders are seriously encroached.(4)The main reasons for the collusion of explorations are: the unreasonable corporate governance structure,the imperfect protection mechanism for the interests of minority shareholders and the imperfect information disclosure system.(5)In order to preventing controlling shareholders and executives from conspiring to engage in explorations,it is important to optimize the shareholding structure,improve the corporate governance environment,construct a scientific and reasonable executive incentive mechanism,and improve the information disclosure system.The conclusions have practical significance for preventing the occurrence of conspiracy and encroachment by controlling shareholders and executives,safeguarding the rights and interests of minority shareholders and promoting the healthy development of enterprises.