Identification Of The Actual Controller Of Listed Company

As one of the important constituent part of capital market,listed company,it always affects stability capital market.And turbulence in capital market were aggravated by information asymmetry.Because of controlling power,it is all-important for identification of the actual controller of listed company.China has formulated system of mandatory disclosure for actual controller of listed company to avoid injurious to the public interest,such as changes of actual controller of listed company substantially,and special instructions for missing of actual controller.From another point of view,it is significant for identification of the actual controller of listed company.China is consummating incrementally identification standard and method of the actual controller of listed company,as well as responsibility-tracing system by legislation,judicature and administration.First of all,analyzing the similarities and differences among the actual controller controlling shareholders,ultimate controllers and persons acting in concert.We can conclude,that it is crucial to define the concept of actual controller.Then,the article is an analysis of the actual controllers’ regulation in other countries,which has three main models,including the UK’s shadow director system,and under US law,through extending the scope of actual controller subject,it determine identity,and the “Konzern ”regulation of Germany protects the enterprise from intervention of actual controller through afterward remedy 。 Common and civil law system both provide reference for our legislation.The third part,according to relevant laws and regulations of our country,and legislation present situation,defining the concept of controller,article concludes,there are some problems about identifying actual controller.There some problems need to be keep a watchful eye on this area more or less.Finally,in view of above questions,article is the suggestions of perfect our legal system of company’s actual controller.First,we should redefine the concept of actual controller,secondly,we need to improve the identification method,thirdly,assign burden of proof reasonably,finally,better to take responsibility.From ex-ante legislation,to interim administration,then to ex-post judicial remedy,Roundly identify the actual controller of company can protect he interests of minority shareholders and creditors,guarantee market steady development.It is a very crucial for us to govern shareholders’ behaviors in company and securities laws.And at the same time,union territory advanced legislation and experience can be use for reference to our country.Identify the actual controller,we have a long way to go.