The Research On The Fiduciary Duties Of Controlling Shareholders

The fiduciary duty of controlling shareholders is not only an important realistic issue but also an important theoretical question.Before the revision of corporation law from 2002 to 2004,scholars in China warmly dicuss this problem.Most of the scholars think that the fiduciary duty of controlling shareholders shoud be provided in corporation law .But unfortunately there is no provision about controlling shareholder duties in new corporation law.This dissertation analyzed the right of controlling shareholders and then think that our corporate law shoud expressly provide the fiduciary duties of controlling shareholders .Except for the forward and including ,the paper includes three parts.In the first part ,we introduce the problem what is controlling shareholders and the construct of shareholder right concentration .This part is divided into four sections.Section one is about analyzing of controlling shareholder and relating conception.Section two is about controlling shareholder and construct of shareholder right concentration.Section three is mainly to introduce the quality of the right of contolling shareholder.The last section introduces the relation between controlling shareholder and agency cost theory.The second part reconmmend the fiduciary duties of controlling shareholders.This part is the important one in this essay. Section one introduces the general theory of fiduciary duties and lay foudation for analyzation.Section two is about the fiduciary duties of controlling shareholders in British,America and Germany. Section three introduces the foundation of fiduciary duties about controlling shareholders realisticly and theoretically.Section four anlyzes the quality of controlling shareholder duties.Section five introduces several important act that voilate the fiduciary duties.The last section introduce the special question of fiduciary duties in closed corporation.The third part is about the ideas in law about perfection of controlling shareholders fiduciary duties.The last part is the including .In this part ,the author summuarizes some weak points in this text.