Studies On Fiduciary Duty Of Controlling Shareholder Of Targeted Corporation In M&A

The capital most decision principles inevitably brings the controlling shareholders' domination abusing. In order to limit the abusing of power by the controlling shareholders, the United States as well as other westerncountries impose the fiduciary duty to the controlling shareholders to protect the company and the minority shareholders' interest. The main reason for this is that the controlling shareholders are in a position to exercise their controlling influence onto the company and the other minority shareholders and making use of this influence to encroach on the company and the minority shareholder' interest, justifying they should be restrained. Especially in the field of M&A, it is obviously difficultytly to avoid the conflicts of the controlling shareholder with the other benefit bodies. So in the process of corporation M&A, how to establish the system of duties of controlling shareholder and directors has become the important part in the M&A legislation of the countries.Fiduciary.Duty of Controlling Shareholder of Targeted Corporation should be confirmed with unifying the diffrient situation. In this paper, on the basis of understanding the essence of M&A in china, the author makes analysis on the judgment legislation of America and England ect and the basis of jurisprudence, the author thinks we must establish the system to regulate the controlling shareholder's fiduciary duty,from the angle of the company interior government and the shareholds suit system.