Study On The Converion Of Controlling Shareholder

The fiduciary duty of the controlling shareholders is the legal foundation of regulating the controlling shareholders'converion.The fiduciary duty originally came from equity,it is the duty based on good faith relationship of the party.Although there is no directly definite fiduciary duty of the controlling shareholders in our country's law, establishing the obligation and duty of the controlling shareholders to other shareholders and company and preventing the controlling shareholders'rights abusing have important significance to improve the corporate governance structure and protect investors'profit.In the method of analysis and positive research,this paper defined the concepts of controlling shareholders and converion,also,the conclusion based on different ascapts——legal principle,law and company practice.To classify the converion's expressions and duty on the base of actual situation in our country.There are kinds of forms of conversion and the law regulate it from different aspects. This paper will take the China Securities Regulatory Commission's Administrative Punishment Decision and Court Judgements as research objects. I want to hold the actual situation of the controlling shareholders'converion in stock market and get the new circumstances and changes.Also,this paper will analyze the regulatory environment of China Securities Regulatory Commission.This paper will study the new changes of Japanese Company Law.There are some new legal norms that regulate the the controlling shareholders.I will provide some suggestions from the aspect of the protecting the interests small and and medium shareholders.At last,this paper will provide some suggestions on how to restraint the controlling shareholders. The key points will be information disclosure, independent director and the self-regulation of company.