Study On The Controlling Shareholders' Duty Of Stock Corporations

As the stock corporations themselves are not perfect on the governance structure, in order to achieve maximum benefits, controlling shareholders abuse control randomly, threatening corporations and minority shareholders's interest seriously. It's said that law is art of balance.company law, as a conducting one that standardizes the organization and conducts the legitimate rights and interests of the corporations and shareholders so as to promote the healthy development of market economy, must regulate the controlling shareholders'abuse behavior and help coordinate the party as a strong the controlling shareholder and in a weak position between the interests of minority shareholders.China's Company Law amended in 2005 makes a lot of remarkable new requirements to protect minority shareholders'interests, such as independent director system, cumulative voting system, etc., but these non-mandatory provisions of their own shortcomings or relatively difficult to operate, result in practical guidance on controlling shareholders, compromised the effectiveness of sanctions.As the development of cutting-edge U. S. Company Law adopted in the form of case law has gradually established a controlling shareholder's fiduciary duties to minority shareholders and responsibilities, and has achieved sush considerable success that has become the focus of research in academic field, but the understandings of the domestic scholars to the United States model is rather inconsistent. In comparing this control model of controlling shareholders about the two legal constraints, as well as analysis of existing theories of domestic, this article clarifies a number of fuzzy concept, such as the trust obligations of the United States translated the theoretical company law fiduciary duty, the controlling shareholder obligations analogous to obligations of directors are divided into Yigai attention, both loyal and so on, and then combined with our joint-stock companies controlling shareholders to exercise control over malicious interests of minority shareholders intensified erosion of the reality of ideas we should consider the premise of the legal transplant compatibility, Flexible draw the United States Trust Company Law theory, thus controlling shareholder families trust obligations and responsibilities, rather than the traditional civil law broad duty of good faith and obligations of the trust contains only duty of loyalty, which is different from the faithful entrusted to the directors and attention double duty. Meanwhile, in order to write on paper obligations into shares of companies operating in practice, puts forward the judicial process to protect our small shareholders through litigation in a timely manner, the effective rights protection should be specific recommendations for the appropriate sound.