Research On The Legal Regulation Of The Abuse Of Control Rights By Controlling Shareholders Of Listed Companie

In recent years,the proportion of cases related to the internal governance of listed companies has increased year by year,and most of the illegal incidents or scandals are related to the abuse of control by the controlling shareholders.For historical reasons,China’s listed companies account for a considerable proportion of Chinese-owned holding companies and family-controlled companies,which are mainly manifested in the fact that the controlling shareholders hold the control of the company and the small and medium-sized shareholders are in a marginal state in the company.Therefore,it is very important to improve the internal governance mechanism of listed companies and fill the legal gap in China’s company law on the abuse of control by controlling shareholders.This paper is divided into four chapters,through the research of relevant literature,the case analysis of Meidu Energy Company and the summary of the focus of disputes over abuse of control by controlling shareholders,the problems existing in the current law on the abuse of control by controlling shareholders of listed companies are found,and finally the legal improvement path of abuse of control by controlling shareholders of listed companies is proposed.The first chapter of this paper reviews domestic and international research and defines the concepts of controlling shareholders and corporate control.At the same time,through the research and analysis of the theory of principal-agent theory,the theory of private interest in control,the theory of information asymmetry and the theory of fiduciary duty of controlling shareholders,this paper provides a basis for the abuse of control by controlling shareholders by rules.Chapter 2 of this article analyzes the case study of the delisted Meidu Energy Company and summarizes the focus of the dispute in this case.Meidu Energy’s controlling shareholders used their control over the company to make huge foreign investments,unfair related party transactions,equity pledge cashing and illegal information disclosure and other behaviors that harmed the interests of the company and minority shareholders,and analyzed that due to the overly concentrated equity structure within Meidu Energy,the circumvention of democratic resolutions by the principle of "capital majority",the imbalance of the company’s internal governance structure and the high proportion of equity pledges of the company’s major shareholders,Meidu Energy Company was finally delisted under the frequent abuse of power by the controlling shareholders.Chapter 3 analyzes the problems existing in China’s current law on the abuse of control by controlling shareholders of listed companies.First of all,the law does not protect the rights of small and medium-sized shareholders enough,and the rights of small and medium-sized shareholders cannot be balanced with those of controlling shareholders.China’s laws are unclear on the fiduciary duties of controlling shareholders,and the express rights and remedial rights of small and medium-sized shareholders are not adequately protected.Secondly,the internal constraints to curb the abuse of power by controlling shareholders are insufficient,and the independence of the board of directors and supervisory board is lacking.Third,China’s current laws have insufficient regulation of the abuse of control by controlling shareholders.Chapter 4 puts forward suggestions for improvement in response to the problems exposed by listed companies.