The Study On The Duties Of Controlling Shareholders In Transfer Of Corporate Control

The transfer of control market is quite prosperous in China. In order to obtain the best interest, controlling shareholders are inclined to abuse their controlling power. By far, there has still been lack of relevant legal regime of duties imposed on controlling shareholders in transfer of control. This Paper focuses on the phenomena of controlling power abuse in transfer of control in China. By comparison with cases and legislation in other countries and regions and after the analysis of justification to impose obligation on controlling shareholders when transferring their control, I try to make some suggestion on how to regulate the transfer of control by imposing duties on controlling shareholders.In addition to the introduction and conclusion, the main body of this paper is composed of five chapters.Chapter one is about the definition of corporate control rights,controlling shareholders and transfer of corporate control. Chapter two mainly introduces the practice of transfer of control market and the corresponding problems. Chapter three discusses the theoretical foundation for shareholders'duty. Chapter four mainly introduces duties of controlling shareholder in transfer of control, which include duty of reasonable investigation,duty of information disclosure,duty of sharing of premium. Chapter five analyses the PRC Company Law, Securities Law. It's easily to find that some regulations of these clauses are not overall, and some stipulations are incomplete and lack effectiveness. In the end, I make some suggestion on how to improve the situation in PRC by imposing the aforesaid duties on controlling shareholders in transfer of control.