The Duty Of Good Faith Of Controlling Shareholders In M & A

In this thesis, M & A in the ascendant of the economic environment, the author makes analysis on the judgment and legislation of American and England etc. on the basis of understanding the essence of M&A. The duty of good faith of controlling shareholders in China use legal principle,Elements and relevance to receive other aspects of empirical research and lessons learn. And it provides in the legislative proposals.In addition to the introduction and conclusion, the main body of thesis is divided into four chapters.Chapter one discusses the establishment of the duty of good faith for the controlling shareholders of targeted corporation. The thesis analysis controlling shareholder between objective criteria to presumptive, and using legal principle to distinguish the rule of the duty of good faith of controlling shareholders, that establish the legal principle of the duty of good faith of controlling shareholders.Chapter two discusses specificity from the duty of good faith for the controlling shareholders in M & A. Distinguish they difference from the duty of good faith for the controlling shareholders in M & A to the duty of good faith for the controlling shareholders. The author analysis cannot effectively use regulation methods to change the conflict between minority shareholders and controlling shareholders. Legal asks controlling shareholders perform the duty of good faith for protect rights of the minority shareholders and restrict the rights of controlling shareholders in the company. There are specificity from the duty of good faith for the controlling shareholders in M & A.Chapter three discusses the construction of the duty of good faith of controlling shareholders in our country. Analysis from the angle of the necessity, rationality and feasibility to construct the duty of good faith theory. These standards include:"swindle"standard,"the business judgment rule","legal procedure"standard and"interest is damage"standard. Controlling shareholders cause the affect of minority shareholders and corporate rights, because controlling shareholders abuse their rights of controlling. In this chapter, the judgment of objective of the harm of the company and minority shareholders can obtain.Chapter four, analysis our country's company law, securities law and the content of the listed company manage criterion, some regulations of these clauses are not overall, some stipulations are incomplete and lack effectiveness. Our thesis use legal thinking to improve the duty of good faith for the controlling shareholders in M & A and ask the Strengthen of legislative proposals for the duty of good faith for the controlling shareholders in M & A.