A Study On The Fiduciary Duty Of Controlling Shareholders

The fiduciary duty of controlling shareholders, that is the faith duty, means the controlling shareholders undertake the duty of trustee to the weak company and the thirds, when the controlling shareholders are under the prevailing condition and it can influence and decide the others' rights and interests. The controlling shareholders is the intended trustee of company. When they are exerting the company's power, he can't make his own interests and the company's interests be in conflict, more importantly he can't harm the interests of the company and the others for his own interest. The fiduciary duty includes the duty of care and the duty of loyalty. The request of the controlling shareholders' fiduciary duty is necessary for restraining controlling shareholder's action, safeguarding the company and the others' legal rights and interests, and promoting the healthy development of the company's institution. From the beginning of 1920s,the fiduciary duty of controlling shareholders has been affirmed by many countries's theory and legislation of the continental legal system and the Anglo-American legal system.The public companies of our country, which mostly originate from the stated-own enterprise, exist generally controlling shareholders. These things, such as the unreasonable structure of share rights, the imperfect market system and law system, make our country's controlling shareholders violate the duty of fiduciary and abuse the controlling rights seriously. The author, by means of the comparative research and positive analysis and through investigating our country's specific situations, finds that we should reform our present share right's structure, apply the theory of disregarding of corporate personality, and establish and perfect some specific legal systems so as to regulate the controlling shareholders, conduct of violating the fiduciary duty.