Research On The Control Mechanism Of The Company’s Actual Controller

In recent years,along with the development of the capital market,China has entered a "large company era",and the corporate structure also shows the characteristics of complexity and multi-layer.The reform of corporate governance structure has become an important task in the field of commercial law.Therefore,under the commercial law institute hosted in 2020,held "Companies Law Amendment Tour Forum","Control mechanism of the company’s actual controller" is taken as a major research topic.Thus it can be seen that there are some "Miscellaneous disorder" in the corporate governance of our country,a large part of the reason is the lack of Control mechanism of the company’s actual controller.Therefore,it is urgent to study the control mechanism of the actual controller in the company,thus promote the modernization of corporate governance,promote the innovation of corporate governance structure.This paper integrates some ideas in the Civil Code,the control mechanism of the company’s actual controller is defined as “It is composed of subject identification mechanism,right restriction mechanism,obligation undertaking mechanism and responsibility investigation mechanism,to jointly adjust the operation mode of the legal acts of the actual controller of the company”.Therefore,after the previous brief introduction of the source,characteristics and legal system of the control mechanism of the actual controller of the company and the conclusion that the control mechanism mode of the actual controller of the company in China is a special mode of "1+N".The main problems existing in the control mechanism of the actual controller of the company are deeply analyzed:First,the subject identification mechanism of the actual controller is fuzzy;Second,the right restriction mechanism of the actual controller is insufficient;Thirdly,the obligation undertaking mechanism of the actual controller is rough;Fourthly,the responsibility investigation mechanism of the actual controller is deficient.In view of the above problems,based on the situation of judicial practice,this paper puts forward some suggestions to improve the control mechanism of the actual controller of the company to the revision of the Company Law:At the level of subject identification mechanism,first of all,make clear the identity scope of the actual controller of the company,Secondly,the "fact control" is taken as the core identification standard,Moreover,the subject eligibility limit is added in the identification criteria.Solve the company actual controller’s subject identification mechanism fuzzy problem.In the level of right restriction mechanism,type the abuse behavior of the actual controller of the company.And against the actual controller of the company to carry out illegal guarantee and other abuses of power,the content of improving the voting right system is put forward,weakening the control of the actual controller of the company to the shareholders’ meeting,In order to balance the rights and interests between the company and minority shareholders,perfect the company actual controller’s right restriction mechanism’s insufficiency;At the level of obligation bearing mechanism,drawing on the American model,it innovatively introduces the business judgment rules.Improve the obligation to pay attention to,so as to refine the content of the company’s actual control of peoples integrity obligations,and expand the scope of information disclosure.It is suggested that the actual controller of the company take the initiative to fulfill the obligation of information disclosure,in order to enrich the obligation of the actual controller of the company.Solve the problem that the content of the mechanics is relatively crude.At the level of accountability mechanism,based on our country now some accountability system.Combine the legal person personality denial system,the affiliated transaction system,the company ownership system and the creditlessness joint punishment system.To improve the accountability mechanism of the actual controller of the company.