The Transfer Of Control Of The Controlling Shareholders Obligations Study

In recent years, due to the increase of abuse of controlling right by controlling shareholders, many countries have paid great attention to regulate the controlling shareholders. This paper will, through comparison the rules which impose obligation of controlling shareholders under transfer of controlling right, analyze the relevant rules in China and provide suggestions for improvement. Therefore, this paper includes four parts as following:The first part is about the definition of controlling shareholder, theoretical foundation for shareholder's duty, the special character of transfer of controlling shares and specific duties of controlling shareholder in transferring controlling shares.The second part mainly introduces American laws and cases on duties of controlling shareholder, which include duty of information disclosure, duty of prudent investigation, duty of sharing of premium, and will talk about disputes about those duties.The third part mainly analyzes the duties of controlling shareholder in European countries,.The forth part pays great attention to the legislation process of duties of controlling shareholder in China, and analyzes duties of controlling shareholder, which are mainly stipulated by new corporation law and new stock law.