公司上市中实际控制人的认定民商法专业论文.docx

PAGE PAGE 3 The recognition of actual controller in IPO Abstract The actual controller did not change for three years (two years for GEM=”growth enterprise market”) is an important condition in the process of a company applying for an initial public offering (IPO) and listing. The explanation of Article 1 is “the stability of control power of company as a standard, to judge whether the company has the ability of sustainable development and sustainable profit”. The two typical cases this paper select are Jianghai Company (002484) and TYDIC (300047), with prospectusand lawyers work report of the two companies for reference. Jianghai Company focuses on the recognition of jointly controller, and TYDIC focuses on the affirmation of no actual controller. The recognition of jointly controller is common, while the affirmation of no actual controller is rare. The recognition of jointly controller and no actual controller are the two aspects of recognition of actual controller. The main ideas of recognition of jointly controller are concerted action agreement signed by the actual controllers and they should have the consensus and act in concert, while the main ideas of recognition of no actual controller are extremely dispersion of company shares and there is no consensus and action in concert between shareholders. So the author writes the two cases together. In the foundation of introducing the basic information of the two cases, the author extracts two questions. One focal question is the judging standards of actual controller; another focal question is in the case of jointly controller and no actual controller, corporate governance can be regarded as stable and sustainable. The third part of thesis is the basic theory of actual controller’s affirmation. Firstly, the origin of the problem of actual controller’s affirmation, “actual controller did not change” is the important standard of IPO. Secondly, define actual controller, includes the content of definition of actual