Controlling Shareholder Fiduciary Duty

Fiduciary duty originally came from equity, it is the duty based on good faith relationship of the party. The controlling shareholders frequently violate the interest of the company and other weaker shareholders by the way of manipulate shareholder' s conference or others. In view of this , the undertakers of this duty are generally expanded from the directors and managers to the controlling holders. The fiduciary duty of the controlling shareholders means that the controlling shareholders should undertake the duty of concerning the interest of other shareholders and the company beside his own interest, when he exerts his right of shareholder.In order to quite understand the fiduciary duty of controlling shareholders, logically, it should be reviewed from the following three points: the undertakers of the controlling shareholders, which can also be expatiated by the way how controlling holders exert his right; the content of fiduciary duty of controlling shareholders; the object of fiduciary duty of controlling shareholders.After understanding the content of the right, there should be judging rules that if the controlling shareholders have observed his fiduciary duty. There are such rules like "business judgement rule" and "substantial fairness standard" . And also, the affecting factors of the power of controlling shareholders should be considered.Once the controlling shareholders abuse his power and obey his fiduciary duty, there should be remedies to the damage suffers like the company and weaker shareholders. In view of this point, firstly, the right of weaker shareholders of the company should be insured even enhanced, the right of controlling shareholder should be restricted to a certain extent, so that the power of both parts can be balanced. And making sure that the preventing and controlling ways and effective. Secondly, the responsibility of the controlling holders should be ensured, so that the damages suffered by the company and the weaker shareholder can be finally relieved by the justice.