Based on using the corporate contract theory, the author tries to demonstrate the related law issues of the restriction of corporate control of the controlling shareholders.

With the development of civil law,the relation between the state coercion and the validity of contract becomes more and more complex,which is the difficult point of research in civil law and administrative law.

This question is just a question of the foundations of the validity of contract.

The Contractual Theory of Corporation and the Coercion in the Corporation Law;

From the visual angle of contractual theory of corporation,the thesis illuminates checks and balances doctrine and pattern between corporate shareholders and managers.