Research On The Controlling Mechanism Over Controlling Shareholder

When controlling shareholders abuse their authority, the behalf of corporations and minority shareholders will be damaged and the balance of corporation structure will be break. It will breach the arm of law to equity and justice. Modern corporation law not only admits that controlling shareholders have vantage ground on determining corporation affairs, but also restricts their action. It also is this paper's objective.In the paper, the controlling mechanism over the controlling shareholders includes two aspects. As far as the inside aspect, controlling shareholders should burden the fiduciary duty; the external aspect consists of the right system of minority shareholders and independent director.The principle and frame of the controlling mechanism are presented by analyzing the necessity and feasibility of restricting the controlling shareholders in Chapter One.The fiduciary duty system is studied in Chapter two. There are some innovate opinions such as the basis of fiduciary duty system, whether the duty rule is applied to inside bargaining, the onus burden for breaching the duty of care, and the fiduciary duty system of limited company etc.The revising of voting right, the minority shareholders' rights, and the system of independent director are be discussed in Chapter Three. And then, there are several commentaries on the articles in the new China Corporation Law.