The Fiduciary Duty Of Controlling Shareholder In Connected Transaction Of Public Company

Chinese public companys have the character of concentrated shareholding .So in this situation,the basic problem or core problem of Chinese companys father is restricting the controlling shareholders to aggrieve the interests of subordinate companies and minority shareholders.In all infraction, The connected transactions of controlling shareholders which are more and more frequent aggrieve the interests of the subordinate public companies and the minority shareholders.In order to protect the subordinate public companies and their minority shareholders, It is very significative to impose fiduciary duty on the controlling shareholder within company law for the legal regulation of connected transactions of controlling shareholders. The meaning of fiduciary duty is that the controlling shareholders should consider the interests of the subordinate companies and the minority shareholders besides the interests of themselves when the controlling shareholders exercises their right. However, the establishing of fiduciary duty of controlling shareholder in connected transaction of public company in our country is at the start stage. In order to better protect the subordinate public companies and the minority shareholder's benefit, and impel the stock market developing with healthy and steady steps, it is necessary to found the fiduciary duty system of controlling shareholder in connected transaction of public company in our country. This thesis put forward some legislation and judicature advice about the establishing of fiduciary duty of controlling shareholder in connected transaction of public company in our country through the definition and analysis of correlative concept and legal principle as well as the comparison and analysis of the fiduciary duty of controlling shareholder in connected transaction of public company in America and Germany, such as establishing the judicial examination and its standard of the non-fair and just connection transaction, perfecting the civil compensation responsibility of the fiduciary duty of controlling shareholder, and so on.It is a wish that these advice are beneficial for the perfection of our company law and the protection of public company and the minority shareholders as well as the stepwise development of the stock market.