Systematic Thinking on the Regulation of the Actual Controller in the Perspective of Company Law

The actual controlling right is a special economic phenomenon that exists outside the legal allocation of corporate power. As the actual controlling power involves multi-dimensional legal relations and complex operation mechanism, the relevant texts of the current company law fail to make a clear and definite clarification and specification based on the motivation of the actual controller’s control power allocation, the impact on the company’s statutory controlling power and the legal consequences of the actual controller’s abuse of controlling power. In the future revision of the company law, under the overall framework of constructing the internal unity of the concept, obligations and responsibilities of the generalized actual controller, we should clarify the actual controller’s fiduciary duties to the company and other shareholders and the responsibility realization mechanism of the actual controller’s abuse of control power, and reasonably create a logical and self-consistent normative structure for the integrated regulation of the actual controller and the controlling shareholders, so as to reflect and enhance the system benefits stipulated in the company law.