Controlling Shareholder Fiduciary Duty Study

The fiduciary duty of controlling shareholders, that is the faith duty, means the controlling shareholders undertake the duty of trustee to the weak company and the thirds. when the controllingshareholders are under the prevailing condition and it can influence and decide the others' rights and interests.When controlling shareholders abuse their authority, the behalf of corporations and minority shareholders will be damaged and the balance of corporation structure will be break. It will breach the arm of law to equity and justice. Modern corporation law not only admits that controlling shareholders have vantage ground on determining corporation affairs, but also restricts their action. interest. The request of the controlling shareholders' fiduciary duty is necessary for restraining controlling shareholder's action,safeguarding the company and the others' legal rights and interests, and promoting the healthy development of the company's institution. From the beginning of 1920s,the fiduciary duty of controlling shareholders has been affirmed by many countries's theory and legislation of the continental legal system and the Anglo-American legal system.The public companies of our country, which mostly originate from the stated-own enterprise,exist generally controlling shareholders. These things, such as the unreasonable structure of share rights, the imperfect market system and law duty of fiduciary and abuse the controlling rights seriously. Our country "Company Law" center has carried on the limits in the newrevision to the controlling shareholders, and abused the principle through the prohibition authority to make abroader stipulation to shareholder's fiduciary duty, but has not made the explicit stipulation to the fiduciary duty of controlling shareholders.This paper , by means of the comparative research and positive analysis and through investigating ourcountry's specificsituations, thought should explicitly stipulate the fiduciary duty of controlling shareholders. Meanwhile carries on the consummation to other correlation systems, bymaintains the company well and center the shareholder's minority benefit.