Study On The Fiduciary Duty Of Controlling Shareholders

According to traditional theories of corporation law , the shareholders don't bear any responsibility apart from providing funds. But the position of controlling shareholders is peculiar. If controlling shareholders abuse the majority rule, it will do harm to the corporation and minority shareholders' interest. Because the abuse of controlling power by the controlling shareholders is usually not visible. Therefore, it is very necessary to ask the controlling shareholders obey their own fiduciary duty.The regulation of controlling shareholder's fiduciary duty in our new corporation law is not enough, it doesn't make the content clear and doesn't relate to the paying attention to duty. Therefore, The paper will give some advice to perfect the regulation of controlling shareholder's fiduciary duty in our new corporation law. We should regulate that when the controlling shareholders manage the corporation they must have the same attention as any cautious person in the same situation, they can't damage the benefits of corporation and the minority shareholders. Especially related to the significant benefit of corporation, the controlling shareholders should assume the paying attention to duty. In order to avoid the damaged effect to the corporation and minority shareholders caused by the controlling shareholder's violation of their fiduciary duty, this paper trys to discuss some remedies. I expect that the paper will give some help to the further research of this problem to some extent.