Research On The Legal Regulation Of The Actual Controller Of Listed Companies

The concept of actual controller has become a hot topic in the construction of the rule of law in the capital market recently.With the revision of the "Securities Law",the concept of "chasing after the evil" has been implemented into the legislative concept.The past practice of taking issuers and listed companies as the main body of private law responsibility to investors has failed to solve the chaos in the securities capital market.Regulators have gradually realized that those directly responsible for illegal acts,organizers,and planners should be held accountable,and only by emphasizing the strength of accountability for such entities can the governance problems of listed companies be solved from the source.Since then,with the implementation of the securities class action system with Chinese characteristics,lawsuits against the issue of misrepresentation by listed companies have emerged one after another.After the first-instance judgment of the first Chinese securities special representative lawsuit against Kangmei Pharmaceutical,it caused industry shocks.The actual controller of the organization and planning was judged by the court to bear the full amount of joint and several liability for compensation,thus realizing the first time that the actual controller in the securities market illegal act bears all administrative,civil and criminal legal liabilities.This is a serious violation of the law against the actual controller of a listed company.The serious warning is also a powerful deterrent to relevant industry entities.In addition,the newly revised judicial interpretation for misrepresentation officially removes the necessary administrative penalties for securities misrepresentation lawsuits,further relaxes the restrictions on prosecution,and opens up new space for the introduction of market-oriented supervision forces.In addition,the revised judicial interpretation also There are clearer regulations on the legal liability of the actual controller for misrepresentation.At a time when the regulatory authorities and judicial authorities are stepping up efforts to crack down on the actual controllers of listed companies,how to rescue investors in private law and hold the actual controllers of listed companies accountable is a topic that must be studied and discussed.Simply relying on the securities misrepresentation system is not enough to cover all illegal acts of listed companies.Therefore,in addition to the latest trends and lessons learned in securities misrepresentation cases that should still be discussed,the shareholder representative litigation system,director The accountability system and the legal person personality negation system are analyzed and discussed.However,after the collection of laws and regulations and case analysis,search and judgment,except for the hot securities misrepresentation cases,there are not many cases where the other systems are applicable in the field of listed companies,and it is even difficult to retrieve relevant cases from public channels.Based on this,in the face of the lack of practical cases,it is inevitable to cite the experience and lessons of judicial practice in countries similar to the Chinese system for reference.Through the analysis and discussion of China’s previous practical experience and overseas experience,it can be found that there is still room for improvement in securities misrepresentation litigation in China.The issue of requiring intermediaries to bear joint and several liability should be clarified at the level of legal or judicial interpretation,and the frontiers of the trial field should be promptly identified.The results were promptly transformed into the responsibility methods expressly stipulated in the law to urge intermediaries to consolidate the "gatekeeper" responsibilities;the shareholder representative litigation system and the legal personality denial system of Chinese listed companies are still in a dormant state,and have not been able to play their due role in practice.In this regard,we should continue to deepen the improvement of the corresponding litigation mechanism,and promote the choice of these two important litigation systems by more subjects;the accountability mechanism for directors should continue to be strengthened,and in particular,in order to enhance the self-supervision ability of listed companies,attention should be paid to the role of independent directors to awaken the long-term marginalized Forged independent directors into a sharp blade for the supervision of listed companies,requiring listed companies to file corresponding lawsuits against unlawful actual controllers or other executives who harm the interests of listed companies,instead of handing over all lawsuits to investors.