A Study On The Fiduciary Duty Of Controlling Shareholders In China

The principle of equality of shareholders is also a principle of the corporate law, and an important goal of the corporate laws in most nations .If in a company there exist controlling shareholders, when exercising control power, controlling shareholders have natural tendency to pay attention to nothing but self-interests, while neglect company and minority shareholders' interests. Controlling shareholders' misuses of their controlling rights undermine the principle of equality of shareholders. As a consequence, how to restrict the controlling shareholders and protect subordinate companies, creditors and minority shareholders has become an important topic of the corporate laws in many nations. Because of our national conditions, there often exist controlling shareholders in China's companies, especially in those listed companies. The pattern of directorate, supervisor committee, general committee and managers in the public company has formed, but companies are mainly controlled by controlling shareholders. The minority shareholders are exposed to the infringement by the controlling shareholders in the limited liability companies too, due to the characters of limited liability companies with the listed companies, and need special protection. No clear legislation to specify the rights and responsibilities of controlling shareholders in old Company Law and Securities Law, but new Company Law and Securities Law turn over a new leaf.This paper utilizes juristical research techniques including comparison analysis, historical analysis, case analysis and economic...