Research On The Issue Of The Actual Controller Of A Company Bearing Civil Liabilit

In recent years,the actual controller of a company bears civil legal liability,which is one of the hot issues in the revision of Company Law.The current statistics of relevant cases show that the judicial cases of the actual controller abusing the right of control to bear civil liability are on the rise year by year,but the imperfect legal norms of the actual controller bearing the liability of the company seem to be unable to do so.At present,the actual controller of the company undertakes civil liability mainly has the following problems.Connotation extension is actual controller is not clear,laws and regulations in view of the actual control of whether to include the provisions of the shareholders,actual controllers decided that the resulting company do not have a unified standard,makes the judicial cognizance about the company’s actual control people harder,lead to actual control of people escape the legal sanction situation has happened repeatedly.Second,the actual controller of the company is not complete,whether it is the Company Law,securities Law or relevant judicial interpretation of the actual controller of the civil liability of the norms are less.Third,the actual controller of the company to bear civil liability system is not perfect,the current system of bearing civil legal liability scattered in various laws and regulations,the fragmented way to stipulate their civil liability,lack of systematization.In view of the above problems,stakeholder theory,power and responsibility consistency theory and fiduciary duty theory provide theoretical support for the legitimacy of the actual controller of the company to bear civil liability.Maintaining the legal interests of the company,shareholders and creditors,perfecting corporate governance and creating a good business environment can be the practical basis for the system of civil liability of the actual controller of the company.The two explain the legitimacy of the actual controller of the company to bear civil liability.At the same time,the path and experience of overseas legal regulation on the actual controller of the company provide useful reference for improving the system of civil liability of the actual controller of the company in China.Therefore,guided by the existing problems and drawing lessons from relevant foreign experience,this paper puts forward suggestions for improving the civil liability of the actual controller of the company.First of all,the principle of "prudent penetration" should be carried out to clarify the connotation,denotation and identification standards of the actual controller of the company as the premise for the actual controller of the company to bear civil liability.Secondly,according to the fiduciary duty theory,further improve the relevant legal norms of the actual controller of the company,consolidate the foundation of the actual controller of the company to bear civil liability.Finally,the systematic civil liability is the key for the actual controller to bear the civil liability.Based on this,detailed rules are constructed from the nature,constituent elements,liability mode and investigation mechanism of the actual controller of the company to bear civil liability,so as to clarify the types and nature of civil liability and constituent elements,so as to guarantee the solution of the actual controller of the company to bear civil liability.