Abstract：The absence of controlling shareholders is one of the major defects of the current corporate governance system in China. Nowadays, it is inconsistent with the situation that China’s corporate ownership structure is mainly “ownership concentration type”, which becomes an important reason for the disconnection between the institutional structure and the actual structure of corporate governance in China. Corporate governance practices show that it is difficult to realize the two preset functions of both “efficient decision-making” and “supervision and restriction of rights” of shareholders’ meeting, and the real function of the shareholders’ meeting is to highlight the authority of capital and promote communication. In organizational decision-making, the “authorization” model is more appropriate in business judgment scenario than the “consent” model. When the shareholders’ meeting gradually weakens the resolution function, the controlling shareholders shall undertake the decision-making power transferred to them and take up a leading position in corporate governance system. One of their special rights should be the exercise of powers on behalf of the shareholders’ meeting. In this way, they can realize the matching of rights and obligations, reflect the essence of their leading corporate governance, and provide an ideal basis for the refinement of their rights and obligations in corporate governance. The power subrogation mechanism shall be an arbitrary norm in the Company Law, the controlling shareholders subrogating the power of the shareholders’ meeting should be the concept of community and the concept of specific group, and bear joint and several liabilities to the outside world. Legislators should limit the types of corporate decision-making that can be subrogated by explicitly enumerating prohibited situations. The proportion of voting rights required for the power subrogation shall be based on the total voting rights of all shareholders. During the power subrogation, necessary measures shall be taken to protect the rights and interests of other shareholders, such as the right to know and the right to request share repurchase.
高达. 公司治理中控股股东的主体地位及职权代行机制构建[J]. 《深圳大学学报》（人文社科版）, 2021, 38(5): 102-111.
GAO Da. The Principal Position and the Construction of Power Subrogation Mechanism of Controlling Shareholders in Corporate Governance. , 2021, 38(5): 102-111.
2021, Vol. 38 
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