[Introduction to Case Case] ​​July 18, 2009，Shanghai Jia Power Environmental Protection Technology Co., Ltd. passed the board resolution，On the grounds of Li Jianjun's private use of the company's funds，Except for the position of the general manager of its company。Li Jianjun is not convinced，Victory of the court request to cancel the resolution。Final，Shanghai Second Intermediate People's Court in (2010) Shanghai Second Middle School and Four (Shang) End No. 436 "Civil Judgment"，The effective judgment of rejection of Li Jianjun's claim。When the Supreme People's Court published this case as the 10th guidance case，The referee clarified as: whether the facts based on the company's resolutions are true，Is the reason for establishing，Not belonging to the scope of judicial review "。

[Case Evaluation] This case actually reflects the problem of corporate control in company governance。Company as a legal person organization，The company's resolution is the embodiment of the company's will。According to the "Black Legal Dictionary"，Company resolution refers to a special action approved by the board of directors or other company agencies、The formal decision of transaction or appointment。Combined with my country's "Civil Code" and "Company Law" regulations，The company's resolution is the company decision made by the company in accordance with the law or articles of association and the voting procedure。When the company has the control subject，The control subject can be reflected and reflected through the company's resolution。The main body of the company's control of the company If the company's control is properly exercised，Enthusiastic from company operation，Efforts to improve bet365 best casino games the company's management level，So for the company、Shareholders and other stakeholders of the company are well -known; opposite，Bring to company、Shareholders and other stakeholders of the company will be disaster。So，During the company's business management process，Between shareholders、A event that often appears between the company's decisions to compete for the company's control between the company's decision。These events，Some happened in the capital market，Such as the Case of Rights Rights Rights in the Lighting Control of Lighting in the early years、Hundred Corporation Co., Ltd.，and Gome Company in recent years、Vanke Company's control of control of control, etc.; Some reflected in lawsuits; some two have both。

Further analysis，Between shareholders、The reason why shareholders and company management compete for company control，The essence is because of the conflict between the interests between them。Legal relationship is also essentially a interest relationship，is an authoritative relationship。All laws，Nothing to be born for a certain interest in society，Leave interest，The existence of the concept of no law。After the company appears as an economic organization，The interior and connecting the external existing existence of interests and distribution of interests all the time，When it is unbuttered or the temptation of interests is too large，Between the subjects will cause conflicts and competition for interests。"Company control is a valuable asset，Is a metastatic target，Can bring or create income to the control subject "。So，Between shareholders、Strive between shareholders and company management for the company's control，The core is to compete for the company's interests。This is also the deep root of the company's control。

　　Bet365 lotto review

After the famous assertion of the company's "separation of ownership and control" from Berry and Manes，The issue of the company'bet365 best casino games s control has aroused the strong interest of scholars，and the results of effective research。GROSSMAN and HART proposed according to the contract theory，Company control is the remaining control rights beyond the specific control of the company's property rights contract，But this remaining control is difficult to perform accurate measurement。Jensen and Meckling think，Entrusted agency system，Shareholders' transfer of management rights to company managers，Shareholders supervise the company manager，and incentive and restraint them through rewards and performance measures。FAMA and Jensen thinks，Company control power includes the decision -making control of the board of directors and the decision management rights of the manager，The former refers to the company's decision -making plan shall be performed by the board of directors and supervision managers for the board of directors，The latter refers to the specific implementation of the manager's decision -making plan and a certain right to propose the decision -making plan。

Due to the research on the control of the company's control, the emergence of the country in Britain and the United States，The control market of companies in these countries is developed，Most of the equity is decentralized，So the early studies of scholars are mainly expanded in the discrete situation of the company's equity。But the research recently found that it was found，Equity scattered in the world is not a common phenomenon。In the European continent and Asian countries，Especially Southeast Asian countries and regions，Most companies exist in controlling shareholders。The equity of these companies is concentrated rather than decentralized，If you still follow the control of the control of equity decentralization，It is easy to cause unnecessary confusion in understanding。For example，Kaplan and Minton and other scholars discovered，Japanese company，Bet365 app download Companies with major shareholders are more likely to replace managers when facing bad shareholders.。Professor Li Zhesong thinks，In Korea，Modern company is experiencing changes in the control structure。The phenomenon of the concentration of the shares of the company's shares is becoming more and more obvious，The shareholding of mutual shareholders of legal person shareholders continues to increase。Coupled with the high attendance rate of shareholders attending the shareholders' meeting，The resolution of the shareholders' meeting is always controlled by the shareholders，The company's control has been separated from the hand of Volkswagen investors。f. M. Dorresteijn and other professors believe，Although EU member states have adopted different ways in the management and control of the company，But under the separation of two rights，Without exceptions, these countries have given shareholders 'remaining control at the shareholders' meeting.。

Company control issues are the core of corporate governance，and corporate governance structure is determined by the equity structure。Company equity structure in different countries and regions is not the same，It is because of their politics、Different economic and cultural backgrounds。As far as my country is concerned，History and system reasons cause the "one independent" of state -owned companies，The family culture formed for a long time has made private companies a common equity concentration。So，The understanding of the connotation of the control of the company should also be put in this understanding。Learn this，I think，Company control means that it can directly or indirectly have a significant impact on the company's resolutions and control the company's behavior，Power of control and influence of company behavior。The control subject here includes the company's control shareholders、Directors and Manager，Bet365 lotto review It also includes the company’s actual controller。

　　Debate of the company's control of control

The theory of the legal entity is thinking，The company is a social organization with an independent legal person，The exercise of the control of the company needs to be completed through the company agency。Shareholders，Even if it is controlling shareholders，If you want to exercise the company's control，It must also be used through the company's organs。

When the company's organs exercise the company's control,，First of all，Then express the company's will through the meaning of the executive authority to perform the exercise of the company's control。That is，The company's resolution is the premise and foundation of the company's will，It is the reason for the formation of the company's will; the company will express the content of the resolution on the external expression of the company and the company's will，is the result of the company's will。So，During the company's operation process，Who can control the formation and execution of the company's will，Whoever has the control of the company。For example, in Japan，For a company setting up the board of directors，The company's business execution right belongs to the inherent authority of the board of directors，The board of directors can use the articles of association to use individual business execution matters as a resolution of the shareholders' meeting，But you cannot implement all business execution as the permissions of the shareholders' meeting。Obviously，In this kind of company，It is the board of directors rather than the shareholders' meeting，Reflects the legislative understanding of "board centralism"。However, according to the company's ownership theory，Shareholders are the company's residual property to ask for the right to obtain，The director of the company is elected by the shareholders through the shareholders' meeting。According to the principle of equality of the shares，bet365 Play online games When the shareholders exercise the voting rights when the shareholders' meeting exercise，Every shares held by you have a table of decision，This means who holds more shares，Who can control the election of the director。control the director election，I control the board of directors，In fact, the company。So，Companies of the board of directors above，The company's control is on the surface for the board of directors，But if the company has controlling shareholders，The control of shareholders is the actual owner of the company's control。

American Law Research Institute in "Company Governance Principles: Analysis and Suggestion" Article §1.08 thinks，When someone has more than 25%of the voting right of the company alone or with others，It can be pressed as a company's control。Of course，This control ratio standard is not unchanged。The comments of the American Institute of Law are，As long as the facts have proved that more than 25%of the company's voting rights actually does not actually impact bet365 best casino games the company's management or policy，This ratio standard can be overturned。and the minimum control ratio standards stipulated by the British and Hong Kong Special Administrative Regions in the United Kingdom and my country are 30%and 35%。La Porta et al.，If the largest shareholder holding the shareholding is higher than 20%，It can ensure that it controls the company's control。my country Securities Regulatory Commission in the "Administrative Measures for the acquisition of listed companies" Article 84，There are similar proportion requirements。

Although different countries or regions have different regulations on the control ratio standard，Scholars also have different understanding，But one thing is to be sure，That means that the ownership of the company's control is determined by the proportion of holding the company's voting right，and ultimately reflected bet365 Play online games whether it can substantially affect、Operation management of the dominance company。other，Taking a certain percentage of shares held by shareholders as a judgment criterion for whether it has company control9，Explain that the company's control will change with changes in the proportion of the shareholders。In this sense，The company's control is not a kind of shareholder right。

　　(Author Unit: School of Law, South China University of Technology)