The Controlling Shareholder's Fiduciary Duty In Mergers And Acquisitions Actions Of Listed Companies

The controlling shareholder's fiduciary duty, which is well accepted by nearly every country in the world, is one of the most important elements of the Company Law. As the merger transactions of the listed company become more and more important in our country's economy, the fiduciary duty of the controlling shareholders of the target company become more important too. However, for a long time, the legislation of this problem didn't function well for both subjective and objective reasons. Therefore, how to perfect the legal system of the fiduciary duty of the target company's controlling shareholders has caught the attraction of many persons. Here, this paper tries to point out the importance of the fiduciary duty of the controlling shareholder, and emphasis the necessity of the fiduciary duty in mergers and acquisitions actions of listed companies.The article is categorized by the tender offer and the acquisition agreement that are used by the existing laws of our country, decrypting and analysing the mandatory obligations of controlling shareholders of the target company in mergers and acquisitions. By comparison of the outside corresponding system, with conditions, this paper gave its opinion on China's current legislation, discussing the pros and cons of our current system, and put forward opinions and suggestions to improve the elements.In China, the merger and acquisition of listed company is divided into the following two sorts: the merger and acquisition by tender offer, and the merger and acquisition by acquisition agreement. Therefore, this paper describes the obligations of the controlling shareholders during the process of the two different kinds of merger and acquisition. After that, based on the study of foreign legislation of merger and acquisition legislations, this paper tries to point out the shortages of the related legislation in China. And at the end, this paper tries to give some suggestion on the perfection of legislation of merger and acquisition of listed company in China.